SCHEDULE 13D
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CUSIP NO. 479167 10 8 PAGE 1 OF 16 PAGES
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)*
JOHNSON OUTDOORS INC.
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(Name of Issuer)
Class A Common Stock, par value $.05 per share
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(Title of Class of Securities)
479167 10 8
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(CUSIP Number)
Linda L. Mallon
555 Main Street
Suite 500
Racine, Wisconsin 53403
(262) 260-4046
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 16, 2005
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
|_|
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
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CUSIP NO. 479167 10 8 PAGE 2 OF 16 PAGES
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1 NAME OF REPORTING PERSON
Helen P. Johnson-Leipold
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [x]
(See Instructions) (B) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
SC and BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER 7 SOLE VOTING POWER
OF 342,587 shares (1)
-------- ------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,948,746 shares (2)(3)
OWNED
-------- ------------------------------------------
BY 9 SOLE DISPOSITIVE POWER
EACH 342,587 shares (1)
REPORTING
-------- ------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,948,746 shares (2)(3)
---------------------------- -------- ------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,291,333 shares (1)(2)(3)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) |X|
See Item 5
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.9% of the Class A Common Stock (1)(2)(3)(4)
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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(1) Includes options and rights to acquire 14,143 shares of Class A Common
Stock are exercisable within 60 days and the 3,932 shares of Class A Common
Stock held in the Reporting Person's 401(k) plan as of November 1, 2004.
(2) Includes shares of Class B Common Stock beneficially owned by the
Reporting Person which are convertible at any time into Class A Common Stock on
a one share-for-one share basis.
(3) Includes shares of Class A Common Stock and Class B Common Stock held
of record by entities owned jointly by the Reporting Person and certain other
Reporting Persons.
(4) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 shares
of Class B Common Stock (convertible into shares of Class A Common Stock on a
one share-for-one share basis) of Johnson Outdoors Inc. outstanding as of
February 14, 2005, as reported on the Johnson Outdoors Inc. Form 14A Definitive
Proxy Statement, filed with the Securities and Exchange Commission on February
15, 2005 and 14,143 options and rights held by Ms. Johnson-Leipold to purchase
shares of Class A Common Stock that are exerciseable within 60 days.
SCHEDULE 13D
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CUSIP NO. 479167 10 8 PAGE 3 OF 16 PAGES
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NAME OF REPORTING PERSON
1 Imogene P. Johnson
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [x]
(See Instructions) (B) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
SC and BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER 7 SOLE VOTING POWER
OF 166,027 shares (1)
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,446,858 shares (1)
OWNED
-------- ------------------------------------------
BY 9 SOLE DISPOSITIVE POWER
EACH 166,027 shares (1)
REPORTING
-------- ------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,446,858 shares (1)
---------------------------- -------- ------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,612,885 shares (1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) |X|
See Item 5
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.2% of the Class A Common Stock (1)(2)
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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(1) Includes shares of Class B Common Stock beneficially owned by the
Reporting Person which are convertible at any time into Class A Common Stock on
a one share-for-one share basis.
(2) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 shares
of Class B Common Stock (convertible into shares of Class A Common Stock on a
one share-for-one share basis) of Johnson Outdoors Inc. outstanding as of
February 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive
Proxy Statement, filed with the Securities and Exchange Commission on February
15, 2005.
SCHEDULE 13D
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CUSIP NO. 479167 10 8 PAGE 4 OF 16 PAGES
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1 NAME OF REPORTING PERSON
Samuel C. Johnson 1988 Trust Number One u/a September 14, 1988
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
20-6217605
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [x]
(See Instructions) (B) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
SC and BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin
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NUMBER 7 SOLE VOTING POWER
OF 0 shares
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,493,904 shares (1)
OWNED
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BY 9 SOLE DISPOSITIVE POWER
EACH 0 shares
REPORTING
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,493,904 shares (1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,493,904 shares (1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) |X|
See Item 5
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9% of the Class A Common Stock (1)(2)
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14 TYPE OF REPORTING PERSON (See Instructions)
OO*
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* The Reporting Person is a trust.
(1) Includes shares of Class B Common Stock beneficially owned by the
Reporting Person which are convertible at any time into Class A Common Stock on
a one share-for-one share basis.
(2) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 shares
of Class B Common Stock (convertible into shares of Class A Common Stock on a
one share-for-one share basis) of Johnson Outdoors Inc. outstanding as of
February 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive
Proxy Statement, filed with the Securities and Exchange Commission on February
15, 2005.
SCHEDULE 13D
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CUSIP NO. 479167 10 8 PAGE 5 OF 16 PAGES
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1 NAME OF REPORTING PERSON
JWA Consolidated, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
39-156071
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [x]
(See Instructions) (B) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
SC and BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin
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NUMBER 7 SOLE VOTING POWER
OF 114,464 shares
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,037,330 shares (1)
OWNED
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BY 9 SOLE DISPOSITIVE POWER
EACH 114,464 shares
REPORTING
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,037,330 shares (1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,151,794 shares (1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) |X|
See Item 5
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.0% of the Class A Common Stock (1)(2)
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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(1) Includes shares of Class B Common Stock beneficially owned by the
Reporting Person which are convertible at any time into Class A Common Stock on
a one share-for-one share basis.
(2) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 shares
of Class B Common Stock (convertible into shares of Class A Common Stock on a
one share-for-one share basis) of Johnson Outdoors Inc. outstanding as of
February 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive
Proxy Statement, filed with the Securities and Exchange Commission on February
15, 2005.
SCHEDULE 13D
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CUSIP NO. 479167 10 8 PAGE 6 OF 16 PAGES
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1 NAME OF REPORTING PERSON
Johnson Bank
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
39-1141446
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [x]
(See Instructions) (B) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
SC and BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin
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NUMBER 7 SOLE VOTING POWER
OF 445,504 shares (1)
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,422,719 shares (2)
OWNED
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BY 9 SOLE DISPOSITIVE POWER
EACH 445,504 shares (1)
REPORTING
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 2,422,719 shares (2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,868,223 shares (1)(2)(3)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) |X|
See Item 5
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.0% of the Class A Common Stock (1)(2)(3)(4)
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14 TYPE OF REPORTING PERSON (See Instructions)
BK
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(1) Includes options and rights to acquire 236,000 shares of Class A Common
Stock are exercisable within 60 days.
(2) Includes options and rights to acquire 164,000 shares of Class A Common
Stock that are exercisable within 60 days.
(3) Includes shares of Class B Common Stock beneficially owned by the
Reporting Person which are convertible at any time into Class A Common Stock on
a one share-for-one share basis.
(4) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 shares
of Class B Common Stock (convertible into shares of Class A Common Stock on a
one share-for-one share basis) of Johnson Outdoors Inc. outstanding as of
February 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive
Proxy Statement, filed with the Securities and Exchange Commission on February
15, 2005 and 400,000 options and rights held by Johnson Back to purchase shares
of Class A Common Stock that are exerciseable within 60 days.
SCHEDULE 13D
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CUSIP NO. 479167 10 8 PAGE 7 OF 16 PAGES
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1 NAME OF REPORTING PERSON
H. Fisk Johnson
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [x]
(See Instructions) (B) [ ]
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3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
SC and BK
---------- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
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NUMBER 7 SOLE VOTING POWER
OF 401,739 shares (1)
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,615,698 shares (2)(3)(4)
OWNED
-------- ------------------------------------------
BY 9 SOLE DISPOSITIVE POWER
EACH 401,739 shares (1)
REPORTING
-------- ------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,615,698 shares (2)(3)(4)
---------------------------- -------- ------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,017,437 (1)(2)(3)(4)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) |X|
See Item 5
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.6% of the Class A Common Stock (1)(2)(3)(4)(5)
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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(1) Includes options and rights to acquire up to 14,143 shares of Class A
Common Stock are exercisable within 60 days.
(2) Includes options and rights to acquire 85,000 shares of Class A Common
Stock that are exercisable within 60 days
(3) Includes shares of Class B Common Stock beneficially owned by the
Reporting Person which are convertible at any time into Class A Common Stock on
a one share-for-one share basis.
(4) Includes shares of Class A Common Stock and Class B Common Stock held
of record by entities owned jointly by the Reporting Person and certain other
Reporting Persons.
(5) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 shares
of Class B Common Stock (convertible into shares of Class A Common Stock on a
one share-for-one share basis) of Johnson Outdoors Inc. outstanding as of
February 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive
Proxy Statement, filed with the Securities and Exchange Commission on February
15, 2005 99,143 options and rights held by Mr. Johnson to purchase shares of
Class A Common Stock that are exerciseable within 60 days.
SCHEDULE 13D
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CUSIP NO. 479167 10 8 PAGE 8 OF 16 PAGES
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NAME OF REPORTING PERSON
1 S. Curtis Johnson
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [x]
(See Instructions) (B) [ ]
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3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
SC and BK
---------- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin
---------------------------- -------- ------------------------------------------
NUMBER 7 SOLE VOTING POWER
OF 43,153 shares (1)
-------- ------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,359,883 shares (2)(3)
OWNED
-------- ------------------------------------------
BY 9 SOLE DISPOSITIVE POWER
EACH 43,153 shares (1)
REPORTING
-------- ------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,359,883 shares (2)(3)
---------------------------- -------- ------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,403,036 shares (1)(2)(3)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) |X|
See Item 5
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.9% of the Class A Common Stock (1)(2)(3)(4)
---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
---------- ---------------------------------------------------------------------
(1) Includes options and rights to acquire up to 14,144 shares of Class A
Common Stock are exercisable within 60 days.
(2) Includes shares of Class B Common Stock beneficially owned by the
Reporting Person which are convertible at any time into Class A Common Stock on
a one share-for-one share basis.
(3) Includes shares of Class A Common Stock and Class B Common Stock held
of record by entities owned jointly by the Reporting Person and certain other
Reporting Persons.
(4) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 shares
of Class B Common Stock (convertible into shares of Class A Common Stock on a
one share-for-one share basis) of Johnson Outdoors Inc. outstanding as of
February 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive
Proxy Statement, filed with the Securities and Exchange Commission on February
15, 2005 and options and rights held by Mr. Johnson to purchase 14,144 shares of
Class A Common Stock that are exerciseable within 60 days.
SCHEDULE 13D
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CUSIP NO. 479167 10 8 PAGE 9 OF 16 PAGES
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1 NAME OF REPORTING PERSON
Winifred J. Marquart
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [x]
(See Instructions) (B) [ ]
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3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
SC and BK
---------- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin
---------------------------- -------- ------------------------------------------
NUMBER 7 SOLE VOTING POWER
OF 14,164 shares (1)
-------- ------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 447,614 shares (2)(3)(4)
OWNED
-------- ------------------------------------------
BY 9 SOLE DISPOSITIVE POWER
EACH 14,164 shares (1)
REPORTING
-------- ------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 447,614 shares (2)(3)(4)
---------------------------- -------- ------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
461,778 shares (1)(2)(3)(4)
---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) |X|
See Item 5
---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2% of the Class A Common Stock (1)(2)(3)(4)(5)
---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
---------- ---------------------------------------------------------------------
(1) Includes options and rights to acquire up to 14,144 shares of Class A
Common Stock that are exercisable within 60 days.
(2) Includes options and rights to acquire 79,000 shares of Class A Common
Stock that are exercisable within 60 days
(3) Includes shares of Class B Common Stock beneficially owned by the
Reporting Person which are convertible at any time into Class A Common Stock on
a one share-for-one share basis.
(4) Includes shares of Class A Common Stock and Class B Common Stock held
of record by entities owned jointly by the Reporting Person and certain other
Reporting Persons.
(5) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 shares
of Class B Common Stock (convertible into shares of Class A Common Stock on a
one share-for-one share basis) of Johnson Outdoors Inc. outstanding as of
February 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive
Proxy Statement, filed with the Securities and Exchange Commission on February
15, 2005 and 93,144 options and rights held by Ms. Marquart to purchase shares
of Class A Common Stock that are exerciseable within 60 days.
SCHEDULE 13D
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CUSIP NO. 479167 10 8 PAGE 10 OF 16 PAGES
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THIS AMENDMENT NO. 8 TO SCHEDULE 13D is filed jointly by Helen P.
Johnson-Leipold ("Ms. Johnson-Leipold"), Imogene P. Johnson ("Mrs. Johnson"),
Samuel C. Johnson 1988 Trust Number One u/a September 14, 1988 (the "1988
Trust"), H. Fisk Johnson ("Mr. Fisk Johnson"), S. Curtis Johnson ("Mr. Curtis
Johnson"), Winifred J. Marquart ("Ms. Marquart"), JWA Consolidated, Inc. ("JWA")
and Johnson Bank (the "Bank"). In this Amendment No. 8 to Schedule 13D, Ms.
Johnson-Leipold, Mrs. Johnson, the 1988 Trust, Mr. Fisk Johnson, Mr. Curtis
Johnson, Ms. Marquart, JWA and the Bank are sometimes individually referred to
as a "Reporting Person" and collectively referred to herein as the "Reporting
Persons". The Reporting Persons are making this single, joint filing because
they may be deemed to constitute a "group" within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"), with
respect to the transaction described in Item 4 of this Schedule 13D and thus are
eligible to make a joint filing under Rule 13d-1(k) promulgated under the Act.
Except as expressly set forth in this Schedule 13D, each Reporting Person
disclaims beneficial ownership of the shares of Class A Common Stock
beneficially owned by any other Reporting Person or any other person. This
filing shall serve to amend and supplement the Amendment No. 7 to Schedule 13D
filed by the Reporting Persons with the Securities and Exchange Commission (the
"SEC") on February 17, 2005.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 to the Schedule 13D is amended and supplemented by the following:
As more fully set forth below in Item 4, on February 16, 2005, an entity
beneficially owned by Mrs. Johnson, exercised its option to purchase (i) 127,489
shares of Class A Common Stock and (ii) 6,250 shares of Class B Common Stock
from the 1988 Trust and paid cash for such shares.
As more fully set forth below in Item 4, on February 16, 2005, an entity
beneficially owned jointly by Ms. Johnson-Leipold and the Bank, exercised its
option to purchase (i) 49,988 shares of Class A Common Stock and (ii) 6,250
shares of Class B Common Stock from the 1988 Trust and for such shares paid
partially in cash and partially by the issuance of a promissory note, attached
hereto as Exhibit 99.31 (the "HJL Note 2").
As more fully set forth below in Item 4, on February 16, 2005, entities
beneficially owned by the Bank, exercised options to purchase in the aggregate
90,000 shares of Class A Common Stock and paid cash for the exercise price of
such Class A Common Stock.
As more fully set forth below in Item 4, on February 16, 2005, entities
beneficially owned jointly by Mr. Fisk Johnson and the Bank, exercised options
to purchase (i) 146,988 shares of Class A Common Stock and (ii) 6,250 shares of
Class B Common Stock from the 1988 Trust and for such shares paid partially in
cash and partially by the issuance of a promissory note, attached hereto as
Exhibit 99.32 (the "HFJ Note 2").
As more fully set forth below in Item 4, on February 16, 2005, an entity
beneficially owned jointly by Ms. Marquart and the Bank, exercised its option to
purchase (i) 113,489 shares of Class A Common Stock and (ii) 6,250 shares of
Class B Common Stock from the 1988 Trust and for such shares paid partially in
cash and partially by the issuance of a promissory note, attached hereto as
Exhibit 99.33 (the "WJM Note 2").
SCHEDULE 13D
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CUSIP NO. 479167 10 8 PAGE 11 OF 16 PAGES
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Item 4. Purpose of Transaction.
Item 4 to the Schedule 13D is amended and supplemented by the following:
On February 16, 2005, an entity beneficially owned by Mrs. Johnson,
exercised its option to purchase (i) 127,489 shares of Class A Common Stock and
(ii) 6,250 shares of Class B Common Stock from the 1988 Trust by delivery of
that certain option exercise agreement attached hereto as Exhibit 99.34. The
exercise price for the purchase of the shares of Class A Common Stock and Class
B Common Stock was paid in cash.
On February 16, 2005, an entity beneficially owned jointly by Ms.
Johnson-Leipold and the Bank, exercised its option to purchase (i) 49,988 shares
of Class A Common Stock and (ii) 6,250 shares of Class B Common Stock from the
1988 Trust by delivery of that certain option exercise agreement attached hereto
as Exhibit 99.35. The exercise price for the purchase of the shares of Class A
Common Stock and Class B Common Stock was paid partially in cash and partially
by the issuance of the HJL Note.
On February 16, 2005, entities beneficially owned by the Bank, exercised
options to purchase in the aggregate 90,000 shares of Class A Common Stock from
the 1988 Trust by delivery of those certain option exercise agreements attached
hereto as Exhibit 99.36, Exhibit 99.37, Exhibit 99.38, Exhibit 99.39, Exhibit
99.40, and Exhibit 99.41. The exercise price for the purchase of the shares of
Class A Common Stock was paid in cash.
On February 16, 2005, entities beneficially owned jointly by Mr. Fisk
Johnson and the Bank, exercised options to purchase (i) 146,988 shares of Class
A Common Stock and (ii) 6,250 shares of Class B Common Stock from the 1988 Trust
by delivery of those certain option exercise agreements attached hereto as
Exhibit 99.42 and Exhibit 99.43. The exercise price for the purchase of the
shares of Class A Common Stock and Class B Common Stock was paid partially in
cash and partially by the issuance of the HFJ Note.
On February 16, 2005, an entity beneficially owned jointly by Ms. Marquart
and the Bank, exercised its option to purchase (i) 113,489 shares of Class A
Common Stock and (ii) 6,250 shares of Class B Common Stock from the 1988 Trust
by delivery of that certain option exercise agreement attached hereto as Exhibit
99.44. The exercise price for the purchase of the shares of Class A Common Stock
and Class B Common Stock was paid partially in cash and partially by the
issuance of the WJM Note.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended in its entirety to read as follows:
(a)-(b) Information concerning the amount and percentage of shares of Class
A Common Stock beneficially owned by the Reporting Persons is set forth below:
----------------------- ------------------ ------------------ ------------------------------- ------------------------------------
Reporting Person Sole Voting and Shared Voting Aggregate Beneficial Ownership Percentage of Outstanding Shares
Dispositive Power and Dispositive
Power
----------------------- ------------------ ------------------ ------------------------------- ------------------------------------
Ms. Johnson-Leipold 342,587 (1)(2) 1,948,746 (1)(10) 2,291,333 (1)(2)(10)(12) 25.9% (1)(2)(4)(10)(12)
(13)(14)(15)(16)(17) (13)(14)(15)(16)(17)
----------------------- ------------------ ------------------ ------------------------------- ------------------------------------
SCHEDULE 13D
---------------------------------- ---------------------------------
CUSIP NO. 479167 10 8 PAGE 12 OF 16 PAGES
---------------------------------- ---------------------------------
----------------------- ------------------ ------------------ ------------------------------- ------------------------------------
Mrs. Johnson 166,027 1,446,858 (1) 1,612,885 (1)(11)(13) 18.2% (1)(5)(11)(13)
(14)(15)(16)(17) (14)(15)(16)(17)
----------------------- ------------------ ------------------ ------------------------------- ------------------------------------
The 1988 Trust 0 1,493,904 (1) 1,493,904 (1)(11)(12) 16.9% (1)(5)(11)(12)
(13)(14)(15)(16)(17) (13)(14)(15)(16)(17)
----------------------- ------------------ ------------------ ------------------------------- ------------------------------------
JWA 114,464 1,037,330 (1) 1,151,794 (1)(11)(12) 13.0% (1)(5)(11)(12)
(14)(15)(16)(17) (14)(15)(16)(17)
----------------------- ------------------ ------------------ ------------------------------- ------------------------------------
The Bank 445,504 (1) 2,422,719 (1) 2,868,223 (1)(11)(12) 31.0% (1)(6)(11)(12)
(13)(15)(16)(17) (13)(15)(16)(17)
----------------------- ------------------ ------------------ ------------------------------- ------------------------------------
Mr. Fisk Johnson 401,739 (1)(3) 1,615,698 2,017,437 (1)(3)(10)(11) 22.6% (1)(3)(7)(10)(11)
(1)(10)(18) (12)(13)(14)(16)(17)(18) (12)(13)(14)(16)(17(18))
----------------------- ------------------ ------------------ ------------------------------- ------------------------------------
Mr. Curtis Johnson 43,153 (1)(3) 1,359,883 (1)(10) 1,403,036 (1)(3)(7)(10) 15.9% (1)(3)(8)(10)(11)(12)
(11)(12)(13)(14)(15)(17) (13)(14)(15)(17)
----------------------- ------------------ ------------------ ------------------------------- ------------------------------------
Ms. Marquart 14,164 (1)(3) 447,614 461,778 (1)(3)(10)(11)(12) 5.2% (1)(3)(9)(10)(11)(12)
(1)(10)(19) (13)(14)(15)(16)(19) (13)(14)(15)(16)(19)
----------------------- ------------------ ------------------ ------------------------------- ------------------------------------
(1) Includes shares of Class B Common Stock which are convertible at any time on a one share-for-one share basis
into shares of Class A Common Stock.
(2) Includes options and rights to acquire 14,143 shares of Class A Common Stock and 6,250 shares of Class B Common
Stock, which options and rights are exercisable within 60 days, and 3,932 shares of Class A Common Stock held in
Ms. Johnson-Leipold's 401(k) plan as of November 1, 2004.
(3) Includes options and rights to acquire 14,143 shares of Class A Common Stock for Mr. Fisk Johnson, and 14,144
for each of Mr. Curtis Johnson and Ms. Marquart, which options and rights are exercisable within 60 days.
(4) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 shares of Class B Common Stock (convertible
into shares of Class A Common Stock on a one share-for-one share basis) of Johnson Outdoors Inc. outstanding as of
February 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive Proxy Statement, filed with the
Securities and Exchange Commission on February 15, 2005 and 14,143 options and rights held by Ms. Johnson-Leipold to
purchase shares of Class A Common Stock and 6,250 shares of Class B Common Stock, which options and rights are
exercisable within 60 days.
(5) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 shares of Class B Common Stock (convertible
into shares of Class A Common Stock on a one share-for-one share basis) of Johnson Outdoors Inc. outstanding as
February 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive Proxy Statement, filed with the
Securities and Exchange Commission on February 15, 2005, filed with the Securities and Exchange Commission on
October 29, 2004.
(6) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 shares of Class B Common Stock (convertible
into shares of Class A Common Stock on a one share-for-one share basis) of Johnson Outdoors Inc. outstanding as of
February 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive Proxy Statement, filed with the
Securities and Exchange Commission on February 15, 2005, and 400,000 options and rights held by Johnson Bank to
purchase shares of Class A Common Stock that are exercisable within 60 days.
(7) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 shares of Class B Common Stock (convertible
into shares of Class A Common Stock on a one share-for-one share basis) of Johnson Outdoors Inc. outstanding as of
February 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive Proxy Statement, filed with the
Securities and Exchange Commission on February 15, 2005, and options and rights held by Mr. Fisk Johnson to
purchase 99,143 shares of Class A Common Stock and that are exercisable within 60 days.
(8) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 shares of Class B Common Stock (convertible
into shares of Class A Common Stock on a one share-for-one share basis) of Johnson Outdoors Inc. outstanding as of
February 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive Proxy Statement, filed with the
Securities and Exchange Commission on February 15, 2005, and options and rights held by Mr. Curtis Johnson to
purchase 14,144 shares of Class A Common Stock are exercisable within 60 days.
SCHEDULE 13D
---------------------------------- ---------------------------------
CUSIP NO. 479167 10 8 PAGE 13 OF 16 PAGES
---------------------------------- ---------------------------------
(9) Based on 7,625,331 shares of Class A Common Stock and 1,221,715 shares of Class B Common Stock (convertible
into shares of Class A Common Stock on a one share-for-one share basis) of Johnson Outdoors Inc. outstanding as of
February 14, 2004, as reported on the Johnson Outdoors Inc. Form 14A Definitive Proxy Statement, filed with the
Securities and Exchange Commission on February 15, 2005, and options and rights held by Ms. Marquart to purchase
93,144 shares of Class A Common Stock that are exercisable within 60 days.
(10) Includes shares of Class A Common Stock and Class B Common Stock held of record by entities owned jointly by
the Reporting Person and certain other Reporting Persons.
(11) Excludes 342,587 shares beneficially owned solely by Ms. Johnson-Leipold as to which Mrs. Johnson, the 1988
Trust JWA, the Bank, Mr. Fisk Johnson, Mr. Curtis Johnson and Ms. Marquart disclaim any beneficial ownership.
(12) Excludes 177,788 shares beneficially owned solely by Mrs. Johnson as to which Ms. Johnson-Leipold, the 1988
Trust, JWA, the Bank, Mr. Fisk Johnson, Mr. Curtis Johnson and Ms. Marquart disclaim any beneficial ownership.
(13) Excludes 114,464 shares beneficially owned solely by JWA to which Ms. Johnson-Leipold, Mrs. Johnson, the 1988
Trust, the Bank, Mr. Fisk Johnson, Mr. Curtis Johnson and Ms. Marquart disclaim any beneficial ownership.
(14) Excludes 445,504 shares beneficially owned solely by the Bank to which Ms. Johnson-Leipold, Mrs. Johnson, the
1988 Trust, JWA, Mr. Fisk Johnson, Mr. Curtis Johnson and Ms. Marquart disclaim any beneficial ownership.
(15) Excludes 401,739 shares beneficially owned solely by Mr. Fisk Johnson as to which Ms. Johnson-Leipold, Mrs.
Johnson, the 1988 Trust, JWA, the Bank, Mr. Curtis Johnson and Ms. Marquart disclaim any beneficial ownership.
(16) Excludes 43,153 shares beneficially owned solely by Mr. Curtis Johnson as to which Ms. Johnson-Leipold, Mrs.
Johnson, the 1988 Trust, JWA, the Bank, Mr. Fisk Johnson and Ms. Marquart disclaim any beneficial ownership.
(17) Excludes 14,164 shares beneficially owned solely by Ms. Marquart as to which Ms. Johnson-Leipold, Mrs.
Johnson, the 1988 Trust, JWA, the Bank, Mr. Fisk Johnson and Mr. Curtis Johnson disclaim any beneficial ownership.
(18) Includes options and rights to acquire 99,143 shares of Class A Common Stock that are exercisable within 60
days.
(19) Includes options and rights to acquire 93,144 shares of Class A Common Stock that are exercisable within 60
days.
During the last five years, none of the above persons has been convicted in
a criminal proceeding or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to federal or
state securities laws or finding any violation with respect to such laws.
(c)-(e). Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as described in this Schedule 13D, as Amended by this Amendment No.
8, there are no contracts, arrangements, understandings or relationships (legal
or otherwise) among the Reporting Persons and between such Reporting Persons and
any person with respect to any securities of the Company, including but not
limited to transfer or voting of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantors of profit, division of
profit or loss or the giving or withholding of proxies.
SCHEDULE 13D
---------------------------------- ---------------------------------
CUSIP NO. 479167 10 8 PAGE 14 OF 16 PAGES
---------------------------------- ---------------------------------
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Item 7 is hereby amended as follows:
Exhibit No. Title
----------- -----
Exhibit 99.31 Promissory Note, dated as of February 16,
2005, issued by the Helen Johnson-Leipold
Third Party Gift and Inheritence Trust to
the 1988 Trust.
Exhibit 99.32 Promissory Note, dated as of February 16,
2005, issued by the H. Fisk Johnson Third
Party Gift and Inheritence Trust to the 1988
Trust.
Exhibit 99.33 Promissory Note, dated as of February 16,
2005, issued by the Winifred J. Marquart
Third Party Gift and Inheritence Trust to
the 1988 Trust.
Exhibit 99.34 Option Exercise Agreement, dated as of
February 16, 2005, executed by the Helen
Johnson-Leipold Third Party Gift and
Inheritence Trust.
Exhibit 99.35 Option Exercise Agreement, dated as of
February 16, 2005, executed by the Herbert
F. Johnson Family Trust and Inheritence
Trust.
Exhibit 99.36 Option Exercise Agreement, dated as of
February 16, 2005, executed by the Conrad
Werner Leipold Trust and Inheritence Trust.
Exhibit 99.37 Option Exercise Agreement, dated as of
February 16, 2005, executed by the Samuel
Curtis Johnson Leipold Trust and Inheritence
Trust.
Exhibit 99.38 Option Exercise Agreement, dated as of
February 16, 2005, executed by the Bradford
Powers Leipold Trust and Inheritence Trust.
Exhibit 99.39 Option Exercise Agreement, dated as of
February 16, 2005, executed by the Samantha
Gene Marquart Trust and Inheritence Trust.
Exhibit 99.40 Option Exercise Agreement, dated as of
February 16, 2005, executed by the Isabelle
Clare Marquart Trust and Inheritence Trust.
Exhibit 99.41 Option Exercise Agreement, dated as of
February 16, 2005, executed by the Danielle
Marie Marquart Trust and Inheritence Trust.
Exhibit 99.42 Option Exercise Agreement, dated as of
February 16, 2005, executed by the H. Fisk
Johnson Third Party Gift and Inheritence
Trust.
Exhibit 99.43 Option Exercise Agreement, dated as of
February 16, 2005, executed by the HFJ III
Family Line Investments LLC, Series II and
Inheritence Trust.
SCHEDULE 13D
---------------------------------- ---------------------------------
CUSIP NO. 479167 10 8 PAGE 15 OF 16 PAGES
---------------------------------- ---------------------------------
Exhibit 99.44 Option Exercise Agreement, dated as of
February 16, 2005, executed by the Winifred
J. Marquart Third Party Gift and Inheritence
Trust.
SCHEDULE 13D
---------------------------------- ---------------------------------
CUSIP NO. 479167 10 8 PAGE 16 OF 16 PAGES
---------------------------------- ---------------------------------
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 25, 2005 /s/ Helen P. Johnson-Leipold
----------------------------------------
Name: Helen P. Johnson-Leipold
Dated: February 25, 2005 /s/ Imogene P. Johnson
------------------------------------------
Name: Imogene P. Johnson
Dated: February 25, 2005 /s/ H. Fisk Johnson
------------------------------------------
Name: H. Fisk Johnson
Dated: February 25, 2005 /s/ S. Curtis Jonson
------------------------------------------
Name: S. Curtis Johnson
Dated: February 25, 2005 /s/ Winifred J. Marquart
------------------------------------------
Name: Winifred J. Marquart
Samuel C. Johnson 1988 Trust Number One
u/a September 14, 1988
Dated: February 25, 2005 By: /s/ Imogene P. Johnson
-------------------------------------
Name: Imogene P. Johnson
Title: Co-Trustee
JWA Consolidated, Inc.
Dated: February 25, 2005 By: /s/ Imogene P. Johnson
-------------------------------------
Name: Imogene P. Johnson
Title: President
Johnson Bank
Dated: February 25, 2005 By: /s/ Brian L. Lucareli
-------------------------------------
Name: Brian Lucareli
Title: Senior Vice President
Exhibit No. 99.31
SECURED PROMISSORY NOTE
$450,000.00 Racine, Wisconsin
February 16, 2005
Johnson Bank, as trustee of the Helen Johnson-Leipold Third Party Gift and
Inheritance Trust ("Borrower"), hereby promises to pay to the order of Imogene
P. Johnson and Johnson Bank, as trustees of the Samuel C. Johnson 1988 Trust
Number One ("Lender"), on the "maturity date" (defined below) the principal sum
of Four Hundred Fifty Thousand Dollars ($450,000.00), together with interest on
the unpaid principal balance from time to time outstanding at the rate of 4.72%
per annum until the day preceding the maturity date. Interest and principal is
due and payable annually on December 31st of each year in accordance with the
attached repayment schedule, with a final payment in an amount necessary to pay
all principal and interest then outstanding on December 31, 2019 (the "maturity
date"). Interest shall accrue on any interest or principal which remains unpaid
after 15 days from its due date at the applicable federal rate under Internal
Revenue Code Section 1274(d) in effect on such due date.
To secure payment of this Note, Borrower has pledged to Lender Borrower's
interest in and to the following interests in Johnson Outdoors, Inc, a Wisconsin
corporation, and all proceeds thereof: 49,988 Class A shares, 6,250 Class B
shares and 11,762 Class B voting trust certificates ("Collateral"). Borrower
warrants that, while any obligation under this Note remains outstanding,
Borrower will (i) refrain from additional borrowing or making of any loan
without the approval of the Lender and (ii) keep the Collateral free and clear
of all other liens, encumbrances and security interests. In the event of default
under this Note, the Lender may take possession of the Collateral without notice
or hearing.
Borrower may prepay any part or all of the principal amount of this note at
any time and from time to time without penalty, provided that any such
prepayment must be accompanied by a payment of the interest accrued to the date
of the prepayment on the principal amount which is being prepaid.
All payments made hereunder, including any prepayments, will be deemed to
have been made on the date of receipt by Lender. All payments must be made to
Lender at 555 Main Street, Suite 260, Racine, Wisconsin 53403, or at another
place designated by Lender in a written notice to Borrower.
The internal laws of the State of Wisconsin govern and control the
construction, enforceability, validity and interpretation of this note.
The parties hereto waive presentment for payment, notice of dishonor,
protest and notice of protest.
IN WITNESS WHEREOF, Borrower has signed and delivered this Note as of the
date first above written.
HELEN JOHNSON-LEIPOLD THIRD PARTY
GIFT AND INHERITANCE TRUST
JOHNSON BANK, trustee
/s/ Brian L. Lucareli
------------------------------------------
Brian L. Lucareli, Senior Vice President
Exhibit No. 99.32
SECURED PROMISSORY NOTE
$1,600,000.00 Racine, Wisconsin
February 16, 2005
Johnson Bank, as trustee of the H. Fisk Johnson Third Party Gift and
Inheritance Trust ("Borrower"), hereby promises to pay to the order of Imogene
P. Johnson and Johnson Bank, as trustees of the Samuel C. Johnson 1988 Trust
Number One ("Lender"), on the "maturity date" (defined below) the principal sum
of One Million Six Hundred Thousand Dollars ($1,600,000.00), together with
interest on the unpaid principal balance from time to time outstanding at the
rate of 4.72% per annum until the day preceding the maturity date. Interest and
principal is due and payable annually on December 31st of each year in
accordance with the attached repayment schedule, with a final payment in an
amount necessary to pay all principal and interest then outstanding on December
31, 2019 (the "maturity date"). Interest shall accrue on any interest or
principal which remains unpaid after 15 days from its due date at the applicable
federal rate under Internal Revenue Code Section 1274(d) in effect on such due
date.
To secure payment of this Note, Borrower has pledged to Lender Borrower's
interest in and to the following interests in Johnson Outdoors, Inc, a Wisconsin
corporation, and all proceeds thereof: 61,988 Class A shares, 6,250 Class B
shares and 11,762 Class B voting trust certificates ("Collateral"). Borrower
warrants that, while any obligation under this Note remains outstanding,
Borrower will (i) refrain from additional borrowing or making of any loan
without the approval of the Lender and (ii) keep the Collateral free and clear
of all other liens, encumbrances and security interests. In the event of default
under this Note, the Lender may take possession of the Collateral without notice
or hearing.
Borrower may prepay any part or all of the principal amount of this note at
any time and from time to time without penalty, provided that any such
prepayment must be accompanied by a payment of the interest accrued to the date
of the prepayment on the principal amount which is being prepaid.
All payments made hereunder, including any prepayments, will be deemed to
have been made on the date of receipt by Lender. All payments must be made to
Lender at 555 Main Street, Suite 260, Racine, Wisconsin 53403, or at another
place designated by Lender in a written notice to Borrower.
The internal laws of the State of Wisconsin govern and control the
construction, enforceability, validity and interpretation of this note.
The parties hereto waive presentment for payment, notice of dishonor,
protest and notice of protest.
IN WITNESS WHEREOF, Borrower has signed and delivered this Note as of the
date first above written.
H. FISK JOHNSON THIRD PARTY GIFT
AND INHERITANCE TRUST
JOHNSON BANK, trustee
/s/ Brian L. Lucareli
-----------------------------------------
Brian L. Lucareli, Senior Vice President
Exhibit No. 99.33
SECURED PROMISSORY NOTE
$2,267,000.00 Racine, Wisconsin
February 16, 2005
Johnson Bank, as trustee of the Winifred J. Marquart Third Party Gift and
Inheritance Trust ("Borrower"), hereby promises to pay to the order of Imogene
P. Johnson and Johnson Bank, as trustees of the Samuel C. Johnson 1988 Trust
Number One ("Lender"), on the "maturity date" (defined below) the principal sum
of Two Million Two Hundred Sixty-Seven Thousand Dollars ($2,267,000.00),
together with interest on the unpaid principal balance from time to time
outstanding at the rate of 4.72% per annum until the day preceding the maturity
date. Interest and principal is due and payable annually on December 31st of
each year in accordance with the attached repayment schedule, with a final
payment in an amount necessary to pay all principal and interest then
outstanding on December 31, 2019 (the "maturity date"). Interest shall accrue on
any interest or principal which remains unpaid after 15 days from its due date
at the applicable federal rate under Internal Revenue Code Section 1274(d) in
effect on such due date.
To secure payment of this Note, Borrower has pledged to Lender Borrower's
interest in and to the following interests in Johnson Outdoors, Inc, a Wisconsin
corporation, and all proceeds thereof: 113,489 Class A shares, 6,250 Class B
shares and 11,761 Class B voting trust certificates ("Collateral"). Borrower
warrants that, while any obligation under this Note remains outstanding,
Borrower will (i) refrain from additional borrowing or making of any loan
without the approval of the Lender and (ii) keep the Collateral free and clear
of all other liens, encumbrances and security interests. In the event of default
under this Note, the Lender may take possession of the Collateral without notice
or hearing.
Borrower may prepay any part or all of the principal amount of this note at
any time and from time to time without penalty, provided that any such
prepayment must be accompanied by a payment of the interest accrued to the date
of the prepayment on the principal amount which is being prepaid.
All payments made hereunder, including any prepayments, will be deemed to
have been made on the date of receipt by Lender. All payments must be made to
Lender at 555 Main Street, Suite 260, Racine, Wisconsin 53403, or at another
place designated by Lender in a written notice to Borrower.
The internal laws of the State of Wisconsin govern and control the
construction, enforceability, validity and interpretation of this note.
The parties hereto waive presentment for payment, notice of dishonor,
protest and notice of protest.
IN WITNESS WHEREOF, Borrower has signed and delivered this Note as of the
date first above written.
WINIFRED J. MARQUART THIRD PARTY
GIFT AND INHERITANCE TRUST
JOHNSON BANK, trustee
/s/ Brian L. Lucareli
-----------------------------------------
Brian L. Lucareli, Senior Vice President
Exhibit No. 99.34
OPTION EXERCISE
THIS AGREEMENT is entered into as of the 16th day of February, 2005 (the
"Closing Date"), by and between Johnson Bank, as trustee of the Helen
Johnson-Leipold Third Party Gift and Inheritance Trust (the "Purchaser"), and
Imogene P. Johnson and Johnson Bank, as co-trustees of the Samuel C. Johnson
1988 Trust Number One dated September 14, 1988 (the "Seller").
RECITALS
A. On June 27, 2003, Samuel C. Johnson, as trustee of the Samuel C. Johnson
1988 Trust Number One, entered into an option agreement (the "Option Agreement")
with his children, including Helen P. Johnson-Leipold.
B. Pursuant to the Option Agreement, each of Samuel C. Johnson's children
have the right to purchase certain assets of Seller, including all shares of
stock or other interests (including interests in a voting trust) in Johnson
Outdoors, Inc., a Wisconsin corporation, during the period beginning on May 22,
2004, the date of Samuel C. Johnson's death, and ending on February 22, 2005.
C. Pursuant to the Option Agreement, the price to be paid for an Option
Asset is the fair market value of such asset on the date the option is
exercised. If market quotations are available for an asset, such as Class A
shares of Johnson Outdoors, Inc., fair market value is the closing price for
such asset on the business day immediately preceding the day the option is
exercised. If market quotations are not available for an asset, such as Class B
shares and Class B voting trust certificates of Johnson Outdoors, Inc., the fair
market value of such asset must be established by an independent appraiser
agreeable to both Purchaser and Seller.
D. Prior to the Closing Date, Helen P. Johnson-Leipold assigned to
Purchaser the option to purchase the following interests in Johnson Outdoors,
Inc., a Wisconsin corporation: 49,988 Class A shares, 6,250 Class B shares and
11,762 Class B voting trust certificates.
E. Purchaser now desires to exercise such option on the terms and
conditions set forth in this agreement.
AGREEMENT
1. Exercise of Option. Purchaser hereby exercises its option to purchase
the following interests in Johnson Outdoors, Inc., a Wisconsin corporation:
49,988 Class A shares, 6,250 Class B shares and 11,762 Class B voting trust
certificates (the "Option Assets"). Seller hereby sells the Option Assets to
Purchaser.
2. Purchase Price. In exchange for the Option Assets, Purchaser herewith
delivers to Seller $1,366,800.00, subject, however, to paragraph 3 below (the
"Purchase Price"). The Purchase Price shall be payable by Purchaser's delivery
to Seller of $916,800.00 in cash and Purchaser's execution and delivery to
Seller of a secured promissory note substantially in the form of Exhibit A
attached hereto in the principal amount of $450,000.00. Purchaser and Seller
acknowledge and agree that their intent is that the Purchase Price be the actual
fair market value of the Option Assets on the Closing Date.
3. Adjustment of Purchase Price. The Purchase Price reflects a price of
$20.10 for each Option Asset purchased. Purchaser and Seller have selected
Willamette Management Associates (the "Appraiser") to determine the fair market
value of the Option Assets consisting of Class B shares and Class B voting trust
certificates on the Closing Date (the "Appraised Value"). Because such appraisal
could not be completed prior to the Closing Date, the Purchaser and Seller have
estimated the fair market value of the Option Assets consisting of Class B
shares and Class B voting trust certificates as $362,041.20 ("Estimated Fair
Market Value") based upon the information known to them as of the Closing Date.
If the Appraiser determines that the Estimated Fair Market Value is not equal to
the fair market value of the Option Assets consisting of Class B shares and
Class B voting trust certificates as of the Closing Date, then within a
reasonable period after the Appraiser determines the Appraised Value, Purchaser
and Seller agree the following will occur:
(a) In the event the Appraised Value exceeds the Estimated Fair Market
Value, Purchaser shall deliver to Seller the difference between the
Appraised Value and the Estimated Fair Market Value paid on the Closing
Date.
(b) In the event the Estimated Fair Market Value exceeds the Appraised
Value, Seller shall refund to Purchaser the difference between the
Estimated Fair Market Value paid on the Closing Date and the Appraised
Value.
(c) If either Purchaser or Seller fails to take appropriate action to
make the adjustments set forth in this paragraph within a reasonable time
after the Appraiser determines the Appraised Value, then the other party
may take any action, pursue any remedy or constitute legal proceedings to
enforce this paragraph and the terms of this Agreement.
4. Parties in Interest. This agreement binds the parties hereto and their
respective executors, administrators, legal representatives, trustees, heirs,
distributees, legatees, successors and assigns. Nothing expressed or implied in
this agreement is intended or may be construed to confer on any other person any
rights, remedies, obligations or liabilities under or by reason of this
agreement.
5. Entire Transaction. This agreement contains the entire understanding
among the parties hereto with respect to the transaction contemplated hereby and
supersedes all other agreements and understandings between the parties with
respect to the transaction.
6. Applicable Law. The internal laws of the State of Wisconsin govern this
agreement.
7. Severability. If any provisions hereof shall be or become unenforceable
for any reason, the validity and effect of all other provisions shall not be
affected thereby.
8. Headings. The headings contained in this agreement are for reference
purposes only and will not affect the meaning or interpretation of any provision
hereof.
9. Counterparts. This agreement may be executed in multiple counterparts.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
PURCHASER: SELLER:
HELEN JOHNSON-LEIPOLD THIRD PARTY SAMUEL C. JOHNSON 1988 TRUST
GIFT AND INHERITANCE TRUST NUMBER ONE
JOHNSON BANK, trustee
/s/ John D. Andreoli, as agent for Imogene P.
/s/ Brian L. Lucareli Johnson, Trustee of the Samuel C. Johnson
----------------------------- 1988 Trust Number One
Brian L. Lucareli, Senior Vice ---------------------
President Imogene Powers Johnson, co-trustee
JOHNSON BANK, co-trustee
/s/ Brian L. Lucareli
Brian L. Lucareli, Senior Vice President
EXHIBIT A
SECURED PROMISSORY NOTE
$450,000.00 Racine, Wisconsin
February 16, 2005
Johnson Bank, as trustee of the Helen Johnson-Leipold Third Party Gift and
Inheritance Trust ("Borrower"), hereby promises to pay to the order of Imogene
P. Johnson and Johnson Bank, as trustees of the Samuel C. Johnson 1988 Trust
Number One ("Lender"), on the "maturity date" (defined below) the principal sum
of Four Hundred Fifty Thousand Dollars ($450,000.00), together with interest on
the unpaid principal balance from time to time outstanding at the rate of 4.72%
per annum until the day preceding the maturity date. Interest and principal is
due and payable annually on December 31st of each year in accordance with the
attached repayment schedule, with a final payment in an amount necessary to pay
all principal and interest then outstanding on December 31, 2019 (the "maturity
date"). Interest shall accrue on any interest or principal which remains unpaid
after 15 days from its due date at the applicable federal rate under Internal
Revenue Code Section 1274(d) in effect on such due date.
To secure payment of this Note, Borrower has pledged to Lender Borrower's
interest in and to the following interests in Johnson Outdoors, Inc, a Wisconsin
corporation, and all proceeds thereof: 49,988 Class A shares, 6,250 Class B
shares and 11,762 Class B voting trust certificates ("Collateral"). Borrower
warrants that, while any obligation under this Note remains outstanding,
Borrower will (i) refrain from additional borrowing or making of any loan
without the approval of the Lender and (ii) keep the Collateral free and clear
of all other liens, encumbrances and security interests. In the event of default
under this Note, the Lender may take possession of the Collateral without notice
or hearing.
Borrower may prepay any part or all of the principal amount of this note at
any time and from time to time without penalty, provided that any such
prepayment must be accompanied by a payment of the interest accrued to the date
of the prepayment on the principal amount which is being prepaid.
All payments made hereunder, including any prepayments, will be deemed to
have been made on the date of receipt by Lender. All payments must be made to
Lender at 555 Main Street, Suite 260, Racine, Wisconsin 53403, or at another
place designated by Lender in a written notice to Borrower.
The internal laws of the State of Wisconsin govern and control the
construction, enforceability, validity and interpretation of this note.
The parties hereto waive presentment for payment, notice of dishonor,
protest and notice of protest.
IN WITNESS WHEREOF, Borrower has signed and delivered this Note as of the
date first above written.
HELEN JOHNSON-LEIPOLD THIRD PARTY
GIFT AND INHERITANCE TRUST
JOHNSON BANK, trustee
*** SAMPLE ***
-----------------------------------------
Brian L. Lucareli, Senior Vice President
PROMISSORY NOTE
REPAYMENT SCHEDULE
Date Total Payment Interest Due Principal Due Principal Balance
-------------------------------------------------------------------------------------------------
$ - $ - $ - $ 450,000.00
31-Dec-05 $ 42,290.50 $ 18,504.99 $ 23,785.51 $ 426,214.49
31-Dec-06 $ 42,290.50 $ 20,117.32 $ 22,173.18 $ 404,041.31
31-Dec-07 $ 42,290.50 $ 19,070.75 $ 23,219.75 $ 380,821.56
31-Dec-08 $ 42,290.50 $ 17,974.78 $ 24,315.72 $ 356,505.84
31-Dec-09 $ 42,290.50 $ 16,827.08 $ 25,463.42 $ 331,042.42
31-Dec-10 $ 42,290.50 $ 15,625.20 $ 26,665.30 $ 304,377.12
31-Dec-11 $ 42,290.50 $ 14,366.60 $ 27,923.90 $ 276,453.22
31-Dec-12 $ 42,290.50 $ 13,048.59 $ 29,241.91 $ 247,211.31
31-Dec-13 $ 42,290.50 $ 11,668.37 $ 30,622.13 $ 216,589.18
31-Dec-14 $ 42,290.50 $ 10,223.01 $ 32,067.49 $ 184,521.69
31-Dec-15 $ 42,290.50 $ 8,709.42 $ 33,581.08 $ 150,940.61
31-Dec-16 $ 42,290.50 $ 7,124.40 $ 35,166.10 $ 115,774.51
31-Dec-17 $ 42,290.50 $ 5,464.56 $ 36,825.94 $ 78,948.57
31-Dec-18 $ 42,290.50 $ 3,726.37 $ 38,564.13 $ 40,384.44
31-Dec-19 $ 42,290.59 $ 1,906.15 $ 40,384.44 $ -
Exhibit No. 99.35
OPTION EXERCISE
THIS AGREEMENT is entered into as of the 16th day of February, 2005 (the
"Closing Date"), by and between Imogene P. Johnson, as trustee of that certain
trust created by Herbert F. Johnson known as the Herbert F. Johnson Family Trust
dated March 7, 1967 (the "Purchaser"), and Imogene P. Johnson and Johnson Bank,
as co-trustees of the Samuel C. Johnson 1988 Trust Number One dated September
14, 1988 (the "Seller").
RECITALS
A. On June 27, 2003, Samuel C. Johnson, as trustee of the Samuel C. Johnson
1988 Trust Number One, entered into an option agreement (the "Option Agreement")
with his children, including S. Curtis Johnson.
B. Pursuant to the Option Agreement, each of Samuel C. Johnson's children
have the right to purchase certain assets of Seller, including all shares of
stock or other interests (including interests in a voting trust) in Johnson
Outdoors, Inc., a Wisconsin corporation, during the period beginning on May 22,
2004, the date of Samuel C. Johnson's death, and ending on February 22, 2005.
C. Pursuant to the Option Agreement, the price to be paid for an Option
Asset is the fair market value of such asset on the date the option is
exercised. If market quotations are available for an asset, such as Class A
shares of Johnson Outdoors, Inc., fair market value is the closing price for
such asset on the business day immediately preceding the day the option is
exercised. If market quotations are not available for an asset, such as Class B
shares and Class B voting trust certificates of Johnson Outdoors, Inc., the fair
market value of such asset must be established by an independent appraiser
agreeable to both Purchaser and Seller.
D. Prior to the Closing Date, S. Curtis Johnson assigned to Purchaser the
option to purchase the following interests in Johnson Outdoors, Inc., a
Wisconsin corporation: 127,489 Class A shares, 6,250 Class B shares and 11,761
Class B voting trust certificates.
E. Purchaser now desires to exercise such option on the terms and
conditions set forth in this agreement.
AGREEMENT
1. Exercise of Option. Purchaser hereby exercises its option to purchase
the following interests in Johnson Outdoors, Inc., a Wisconsin corporation:
127,489 Class A shares, 6,250 Class B shares and 11,761 Class B voting trust
certificates (the "Option Assets"). Seller hereby sells the Option Assets to
Purchaser.
2. Purchase Price. In exchange for the Option Assets, Purchaser herewith
delivers to Seller $2,924,550.00, subject, however, to paragraph 3 below (the
"Purchase Price"). Purchaser and Seller acknowledge and agree that their intent
is that the Purchase Price be the actual fair market value of the Option Assets
on the Closing Date.
3. Adjustment of Purchase Price. The Purchase Price reflects a price of
$20.10 for each Option Asset purchased.
(a) If the market closing price of 127,489 Class A shares of Johnson
Outdoors, Inc. on the business day immediately proceeding the Closing Date
(the "Class A Market Value") is not $2,562,528.90 (the "Class A Purchase
Price"), then within a reasonable period after the Closing Date, Purchaser
and Seller agree the following will occur:
(i) In the event the Class A Market Value exceeds the Class A
Purchase Price, Purchaser shall deliver to Seller the difference
between the Class A Market Value and the Class A Purchase Price paid
on the Closing Date.
(ii) In the event the Class A Purchase Price exceeds the Class A
Market Value, Seller shall refund to Purchaser the difference between
the Class A Purchase Price paid on the Closing Date and the Class A
Market Value.
(b) Purchaser and Seller have selected Willamette Management
Associates (the "Appraiser") to determine the fair market value of the
Option Assets consisting of Class B shares and Class B voting trust
certificates on the Closing Date (the "Appraised Value"). Because such
appraisal could not be completed prior to the Closing Date, the Purchaser
and Seller have estimated the fair market value of the Option Assets
consisting of Class B shares and Class B voting trust certificates as
$362,021.10 ("Estimated Fair Market Value") based upon the information
known to them as of the Closing Date. If the Appraiser determines that the
Estimated Fair Market Value is not equal to the fair market value of the
Option Assets consisting of Class B shares and Class B voting trust
certificates as of the Closing Date, then within a reasonable period after
the Appraiser determines the Appraised Value, Purchaser and Seller agree
the following will occur:
(i) In the event the Appraised Value exceeds the Estimated Fair
Market Value, Purchaser shall deliver to Seller the difference between
the Appraised Value and the Estimated Fair Market Value paid on the
Closing Date.
(ii) In the event the Estimated Fair Market Value exceeds the
Appraised Value, Seller shall refund to Purchaser the difference
between the Estimated Fair Market Value paid on the Closing Date and
the Appraised Value.
(c) If either Purchaser or Seller fails to take appropriate action to
make the adjustments set forth in this paragraph within a reasonable time
after the Closing Date, as to the purchase described in subparagraph (a)
above, or within a reasonable time after the Appraiser determines the
Appraised Value as to the purchase described in subparagraph (b) above,
then the other party may take any action, pursue any remedy or constitute
legal proceedings to enforce this paragraph and the terms of this
Agreement.
4. Parties in Interest. This agreement binds the parties hereto and their
respective executors, administrators, legal representatives, trustees, heirs,
distributees, legatees, successors and assigns. Nothing expressed or implied in
this agreement is intended or may be construed to confer on any other person any
rights, remedies, obligations or liabilities under or by reason of this
agreement.
5. Entire Transaction. This agreement contains the entire understanding
among the parties hereto with respect to the transaction contemplated hereby and
supersedes all other agreements and understandings between the parties with
respect to the transaction.
6. Applicable Law. The internal laws of the State of Wisconsin govern this
agreement.
7. Severability. If any provisions hereof shall be or become unenforceable
for any reason, the validity and effect of all other provisions shall not be
affected thereby.
8. Headings. The headings contained in this agreement are for reference
purposes only and will not affect the meaning or interpretation of any provision
hereof.
9. Counterparts. This agreement may be executed in multiple counterparts.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
PURCHASER: SELLER:
HERBERT F. JOHNSON FAMILY TRUST SAMUEL C. JOHNSON 1988 TRUST
DATED MARCH 7, 1967 NUMBER ONE
/s/ John D. Andreoli, as agent for Imogene P.
Johnson, Trustee of the Herbert F. Johnson /s/ John D. Andreoli, as agent
Family Trust for Imogene P.Johnson, Trustee
--------------------------------------------- of the Samuel C. Johnson 1988
Imogene P. Johnson, trustee Trust
-------------------------------
Imogene Powers Johnson,
co-trustee
JOHNSON BANK, co-trustee
/s/ Brian L. Lucareli
-------------------------------
Brian L. Lucareli, Senior Vice
President
Exhibit No.
PROMISSORY NOTE
REPAYMENT SCHEDULE
Date Total Payment Interest Due Principal Due Principal Balance
-------------------------------------------------------------------------------------------------
$ - $ - $ - $ 450,000.00
31-Dec-05 $ 42,290.50 $ 18,504.99 $ 23,785.51 $ 426,214.49
31-Dec-06 $ 42,290.50 $ 20,117.32 $ 22,173.18 $ 404,041.31
31-Dec-07 $ 42,290.50 $ 19,070.75 $ 23,219.75 $ 380,821.56
31-Dec-08 $ 42,290.50 $ 17,974.78 $ 24,315.72 $ 356,505.84
31-Dec-09 $ 42,290.50 $ 16,827.08 $ 25,463.42 $ 331,042.42
31-Dec-10 $ 42,290.50 $ 15,625.20 $ 26,665.30 $ 304,377.12
31-Dec-11 $ 42,290.50 $ 14,366.60 $ 27,923.90 $ 276,453.22
31-Dec-12 $ 42,290.50 $ 13,048.59 $ 29,241.91 $ 247,211.31
31-Dec-13 $ 42,290.50 $ 11,668.37 $ 30,622.13 $ 216,589.18
31-Dec-14 $ 42,290.50 $ 10,223.01 $ 32,067.49 $ 184,521.69
31-Dec-15 $ 42,290.50 $ 8,709.42 $ 33,581.08 $ 150,940.61
31-Dec-16 $ 42,290.50 $ 7,124.40 $ 35,166.10 $ 115,774.51
31-Dec-17 $ 42,290.50 $ 5,464.56 $ 36,825.94 $ 78,948.57
31-Dec-18 $ 42,290.50 $ 3,726.37 $ 38,564.13 $ 40,384.44
31-Dec-19 $ 42,290.59 $ 1,906.15 $ 40,384.44 $ -
Exhibit No. 99.36
OPTION EXERCISE
THIS AGREEMENT is entered into as of the 16th day of February, 2005 (the
"Closing Date"), by and between Johnson Bank, as trustee of the Conrad Werner
Leipold Trust (the "Purchaser"), and Imogene P. Johnson and Johnson Bank, as
co-trustees of the Samuel C. Johnson 1988 Trust Number One dated September 14,
1988 (the "Seller").
RECITALS
A. On June 27, 2003, Samuel C. Johnson, as trustee of the Samuel C. Johnson
1988 Trust Number One, entered into an option agreement (the "Option Agreement")
with his children, including Helen P. Johnson-Leipold.
B. Pursuant to the Option Agreement, each of Samuel C. Johnson's children
have the right to purchase certain assets of Seller, including all shares of
stock or other interests (including interests in a voting trust) in Johnson
Outdoors, Inc., a Wisconsin corporation, during the period beginning on May 22,
2004, the date of Samuel C. Johnson's death, and ending on February 22, 2005.
C. Pursuant to the Option Agreement, the price to be paid for an Option
Asset is the fair market value of such asset on the date the option is
exercised, as established by the closing price for such asset on the business
day immediately preceding the day the option is exercised.
D. Prior to the Closing Date, Helen P. Johnson-Leipold assigned to
Purchaser the option to purchase 24,000 Class A shares of Johnson Outdoors,
Inc., a Wisconsin corporation.
E. Purchaser now desires to exercise such option on the terms and
conditions set forth in this agreement.
AGREEMENT
1. Exercise of Option. Purchaser hereby exercises its option to purchase
24,000 Class A shares of Johnson Outdoors, Inc., a Wisconsin corporation (the
"Option Assets"). Seller hereby sells the Option Assets to Purchaser.
2. Purchase Price. In exchange for the Option Assets, Purchaser herewith
delivers to Seller $482,400.00 in cash.
3. Parties in Interest. This agreement binds the parties hereto and their
respective executors, administrators, legal representatives, trustees, heirs,
distributees, legatees, successors and assigns. Nothing expressed or implied in
this agreement is intended or may be construed to confer on any other person any
rights, remedies, obligations or liabilities under or by reason of this
agreement.
4. Entire Transaction. This agreement contains the entire understanding
among the parties hereto with respect to the transaction contemplated hereby and
supersedes all other agreements and understandings between the parties with
respect to the transaction.
5. Applicable Law. The internal laws of the State of Wisconsin govern this
agreement.
6. Severability. If any provisions hereof shall be or become unenforceable
for any reason, the validity and effect of all other provisions shall not be
affected thereby.
7. Headings. The headings contained in this agreement are for reference
purposes only and will not affect the meaning or interpretation of any provision
hereof.
8. Counterparts. This agreement may be executed in multiple counterparts.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
PURCHASER: SELLER:
CONRAD WERNER LEIPOLD TRUST SAMUEL C. JOHNSON 1988 TRUST
NUMBER ONE
JOHNSON BANK, trustee
/s/ John D. Andreoli, as agent for
Imogene P. Johnson, Trustee of the
Samuel C. Johnson 1988 Trust Number
/s/ Brian L. Lucareli One
---------------------------------------- ------------------------------------
Brian L. Lucareli, Senior Vice President Imogene Powers Johnson, co-trustee
JOHNSON BANK, co-trustee
/s/ Brian L. Lucareli
------------------------------------
Brian L. Lucareli, Senior Vice
President
Exhibit No. 99.37
OPTION EXERCISE
THIS AGREEMENT is entered into as of the 16th day of February, 2005 (the
"Closing Date"), by and between Johnson Bank, as trustee of the Samuel Curtis
Johnson Leipold Trust (the "Purchaser"), and Imogene P. Johnson and Johnson
Bank, as co-trustees of the Samuel C. Johnson 1988 Trust Number One dated
September 14, 1988 (the "Seller").
RECITALS
A. On June 27, 2003, Samuel C. Johnson, as trustee of the Samuel C. Johnson
1988 Trust Number One, entered into an option agreement (the "Option Agreement")
with his children, including Helen P. Johnson-Leipold.
B. Pursuant to the Option Agreement, each of Samuel C. Johnson's children
have the right to purchase certain assets of Seller, including all shares of
stock or other interests (including interests in a voting trust) in Johnson
Outdoors, Inc., a Wisconsin corporation, during the period beginning on May 22,
2004, the date of Samuel C. Johnson's death, and ending on February 22, 2005.
C. Pursuant to the Option Agreement, the price to be paid for an Option
Asset is the fair market value of such asset on the date the option is
exercised, as established by the closing price for such asset on the business
day immediately preceding the day the option is exercised.
D. Prior to the Closing Date, Helen P. Johnson-Leipold assigned to
Purchaser the option to purchase 24,000 Class A shares of Johnson Outdoors,
Inc., a Wisconsin corporation.
E. Purchaser now desires to exercise such option on the terms and
conditions set forth in this agreement.
AGREEMENT
1. Exercise of Option. Purchaser hereby exercises its option to purchase
24,000 Class A shares of Johnson Outdoors, Inc., a Wisconsin corporation (the
"Option Assets"). Seller hereby sells the Option Assets to Purchaser.
2. Purchase Price. In exchange for the Option Assets, Purchaser herewith
delivers to Seller $482,400.00 in cash.
3. Parties in Interest. This agreement binds the parties hereto and their
respective executors, administrators, legal representatives, trustees, heirs,
distributees, legatees, successors and assigns. Nothing expressed or implied in
this agreement is intended or may be construed to confer on any other person any
rights, remedies, obligations or liabilities under or by reason of this
agreement.
4. Entire Transaction. This agreement contains the entire understanding
among the parties hereto with respect to the transaction contemplated hereby and
supersedes all other agreements and understandings between the parties with
respect to the transaction.
5. Applicable Law. The internal laws of the State of Wisconsin govern this
agreement.
6. Severability. If any provisions hereof shall be or become unenforceable
for any reason, the validity and effect of all other provisions shall not be
affected thereby.
7. Headings. The headings contained in this agreement are for reference
purposes only and will not affect the meaning or interpretation of any provision
hereof.
8. Counterparts. This agreement may be executed in multiple counterparts.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
PURCHASER: SELLER:
SAMUEL CURTIS JOHNSON LEIPOLD TRUST SAMUEL C. JOHNSON 1988 TRUST
NUMBER ONE
JOHNSON BANK, trustee
/s/ John D. Andreoli, as agent for
Imogene P. Johnson, Trustee of the
Samuel C. Johnson 1988 Trust Number
/s/ Brian L. Lucareli One
---------------------------------------- ------------------------------------
Brian L. Lucareli, Senior Vice President Imogene Powers Johnson, co-trustee
JOHNSON BANK, co-trustee
/s/ Brian L. Lucareli
------------------------------------
Brian L. Lucareli, Senior Vice
President
Exhibit No. 99.38
OPTION EXERCISE
THIS AGREEMENT is entered into as of the 16th day of February, 2005 (the
"Closing Date"), by and between Johnson Bank, as trustee of the Bradford Powers
Leipold Trust (the "Purchaser"), and Imogene P. Johnson and Johnson Bank, as
co-trustees of the Samuel C. Johnson 1988 Trust Number One dated September 14,
1988 (the "Seller").
RECITALS
A. On June 27, 2003, Samuel C. Johnson, as trustee of the Samuel C. Johnson
1988 Trust Number One, entered into an option agreement (the "Option Agreement")
with his children, including Helen P. Johnson-Leipold.
B. Pursuant to the Option Agreement, each of Samuel C. Johnson's children
have the right to purchase certain assets of Seller, including all shares of
stock or other interests (including interests in a voting trust) in Johnson
Outdoors, Inc., a Wisconsin corporation, during the period beginning on May 22,
2004, the date of Samuel C. Johnson's death, and ending on February 22, 2005.
C. Pursuant to the Option Agreement, the price to be paid for an Option
Asset is the fair market value of such asset on the date the option is
exercised, as established by the closing price for such asset on the business
day immediately preceding the day the option is exercised.
D. Prior to the Closing Date, Helen P. Johnson-Leipold assigned to
Purchaser the option to purchase 24,000 Class A shares of Johnson Outdoors,
Inc., a Wisconsin corporation.
E. Purchaser now desires to exercise such option on the terms and
conditions set forth in this agreement.
AGREEMENT
1. Exercise of Option. Purchaser hereby exercises its option to purchase
24,000 Class A shares of Johnson Outdoors, Inc., a Wisconsin corporation (the
"Option Assets"). Seller hereby sells the Option Assets to Purchaser.
2. Purchase Price. In exchange for the Option Assets, Purchaser herewith
delivers to Seller $482,400.00 in cash.
3. Parties in Interest. This agreement binds the parties hereto and their
respective executors, administrators, legal representatives, trustees, heirs,
distributees, legatees, successors and assigns. Nothing expressed or implied in
this agreement is intended or may be construed to confer on any other person any
rights, remedies, obligations or liabilities under or by reason of this
agreement.
4. Entire Transaction. This agreement contains the entire understanding
among the parties hereto with respect to the transaction contemplated hereby and
supersedes all other agreements and understandings between the parties with
respect to the transaction.
5. Applicable Law. The internal laws of the State of Wisconsin govern this
agreement.
6. Severability. If any provisions hereof shall be or become unenforceable
for any reason, the validity and effect of all other provisions shall not be
affected thereby.
7. Headings. The headings contained in this agreement are for reference
purposes only and will not affect the meaning or interpretation of any provision
hereof.
8. Counterparts. This agreement may be executed in multiple counterparts.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
PURCHASER: SELLER:
BRADFORD POWERS LEIPOLD TRUST SAMUEL C. JOHNSON 1988 TRUST
NUMBER ONE
JOHNSON BANK, trustee
/s/ John D. Andreoli, as agent for
Imogene P. Johnson, Trustee of the
Samuel C. Johnson 1988 Trust Number
/s/ Brian L. Lucareli One
---------------------------------------- ------------------------------------
Brian L. Lucareli, Senior Vice President Imogene Powers Johnson, co-trustee
JOHNSON BANK, co-trustee
/s/ Brian L. Lucareli
------------------------------------
Brian L. Lucareli, Senior Vice
President
Exhibit No. 99.39
OPTION EXERCISE
THIS AGREEMENT is entered into as of the 16th day of February, 2005 (the
"Closing Date"), by and between Johnson Bank, as trustee of the Samantha Gene
Marquart Trust (the "Purchaser"), and Imogene P. Johnson and Johnson Bank, as
co-trustees of the Samuel C. Johnson 1988 Trust Number One dated September 14,
1988 (the "Seller").
RECITALS
A. On June 27, 2003, Samuel C. Johnson, as trustee of the Samuel C. Johnson
1988 Trust Number One, entered into an option agreement (the "Option Agreement")
with his children, including Winifred J. Marquart.
B. Pursuant to the Option Agreement, each of Samuel C. Johnson's children
have the right to purchase certain assets of Seller, including all shares of
stock or other interests (including interests in a voting trust) in Johnson
Outdoors, Inc., a Wisconsin corporation, during the period beginning on May 22,
2004, the date of Samuel C. Johnson's death, and ending on February 22, 2005.
C. Pursuant to the Option Agreement, the price to be paid for an Option
Asset is the fair market value of such asset on the date the option is
exercised, as established by the closing price for such asset on the business
day immediately preceding the day the option is exercised.
D. Prior to the Closing Date, Winifred J. Marquart assigned to Purchaser
the option to purchase 6,000 Class A shares of Johnson Outdoors, Inc., a
Wisconsin corporation.
E. Purchaser now desires to exercise such option on the terms and
conditions set forth in this agreement.
AGREEMENT
1. Exercise of Option. Purchaser hereby exercises its option to purchase
6,000 Class A shares of Johnson Outdoors, Inc., a Wisconsin corporation (the
"Option Assets"). Seller hereby sells the Option Assets to Purchaser.
2. Purchase Price. In exchange for the Option Assets, Purchaser herewith
delivers to Seller $120,600.00 in cash.
3. Parties in Interest. This agreement binds the parties hereto and their
respective executors, administrators, legal representatives, trustees, heirs,
distributees, legatees, successors and assigns. Nothing expressed or implied in
this agreement is intended or may be construed to confer on any other person any
rights, remedies, obligations or liabilities under or by reason of this
agreement.
4. Entire Transaction. This agreement contains the entire understanding
among the parties hereto with respect to the transaction contemplated hereby and
supersedes all other agreements and understandings between the parties with
respect to the transaction.
5. Applicable Law. The internal laws of the State of Wisconsin govern this
agreement.
6. Severability. If any provisions hereof shall be or become unenforceable
for any reason, the validity and effect of all other provisions shall not be
affected thereby.
7. Headings. The headings contained in this agreement are for reference
purposes only and will not affect the meaning or interpretation of any provision
hereof.
8. Counterparts. This agreement may be executed in multiple counterparts.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
PURCHASER: SELLER:
SAMANTHA GENE MARQUART TRUST SAMUEL C. JOHNSON 1988 TRUST
NUMBER ONE
JOHNSON BANK, trustee
/s/ John D. Andreoli, as agent for
Imogene P. Johnson, Trustee of the
Samuel C. Johnson 1988 Trust Number
/s/ Brian L. Lucareli One
---------------------------------------- ------------------------------------
Brian L. Lucareli, Senior Vice President Imogene Powers Johnson, co-trustee
JOHNSON BANK, co-trustee
/s/ Brian L. Lucareli
------------------------------------
Brian L. Lucareli, Senior Vice
President
Exhibit No. 99.40
OPTION EXERCISE
THIS AGREEMENT is entered into as of the 16th day of February, 2005 (the
"Closing Date"), by and between Johnson Bank, as trustee of the Isabelle Clare
Marquart Trust (the "Purchaser"), and Imogene P. Johnson and Johnson Bank, as
co-trustees of the Samuel C. Johnson 1988 Trust Number One dated September 14,
1988 (the "Seller").
RECITALS
A. On June 27, 2003, Samuel C. Johnson, as trustee of the Samuel C. Johnson
1988 Trust Number One, entered into an option agreement (the "Option Agreement")
with his children, including Winifred J. Marquart.
B. Pursuant to the Option Agreement, each of Samuel C. Johnson's children
have the right to purchase certain assets of Seller, including all shares of
stock or other interests (including interests in a voting trust) in Johnson
Outdoors, Inc., a Wisconsin corporation, during the period beginning on May 22,
2004, the date of Samuel C. Johnson's death, and ending on February 22, 2005.
C. Pursuant to the Option Agreement, the price to be paid for an Option
Asset is the fair market value of such asset on the date the option is
exercised, as established by the closing price for such asset on the business
day immediately preceding the day the option is exercised.
D. Prior to the Closing Date, Winifred J. Marquart assigned to Purchaser
the option to purchase 6,000 Class A shares of Johnson Outdoors, Inc., a
Wisconsin corporation.
E. Purchaser now desires to exercise such option on the terms and
conditions set forth in this agreement.
AGREEMENT
1. Exercise of Option. Purchaser hereby exercises its option to purchase
6,000 Class A shares of Johnson Outdoors, Inc., a Wisconsin corporation (the
"Option Assets"). Seller hereby sells the Option Assets to Purchaser.
2. Purchase Price. In exchange for the Option Assets, Purchaser herewith
delivers to Seller $120,600.00 in cash.
3. Parties in Interest. This agreement binds the parties hereto and their
respective executors, administrators, legal representatives, trustees, heirs,
distributees, legatees, successors and assigns. Nothing expressed or implied in
this agreement is intended or may be construed to confer on any other person any
rights, remedies, obligations or liabilities under or by reason of this
agreement.
4. Entire Transaction. This agreement contains the entire understanding
among the parties hereto with respect to the transaction contemplated hereby and
supersedes all other agreements and understandings between the parties with
respect to the transaction.
5. Applicable Law. The internal laws of the State of Wisconsin govern this
agreement.
6. Severability. If any provisions hereof shall be or become unenforceable
for any reason, the validity and effect of all other provisions shall not be
affected thereby.
7. Headings. The headings contained in this agreement are for reference
purposes only and will not affect the meaning or interpretation of any provision
hereof.
8. Counterparts. This agreement may be executed in multiple counterparts.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
PURCHASER: SELLER:
ISABELLE CLARE MARQUART TRUST SAMUEL C. JOHNSON 1988 TRUST
NUMBER ONE
JOHNSON BANK, trustee
/s/ John D. Andreoli, as agent for
Imogene P. Johnson, Trustee of the
Samuel C. Johnson 1988 Trust Number
/s/ Brian L. Lucareli One
---------------------------------------- ------------------------------------
Brian L. Lucareli, Senior Vice President Imogene Powers Johnson, co-trustee
JOHNSON BANK, co-trustee
/s/ Brian L. Lucareli
------------------------------------
Brian L. Lucareli, Senior Vice
President
Exhibit No. 99.41
OPTION EXERCISE
THIS AGREEMENT is entered into as of the 16th day of February, 2005 (the
"Closing Date"), by and between Johnson Bank, as trustee of the Danielle Marie
Marquart Trust (the "Purchaser"), and Imogene P. Johnson and Johnson Bank, as
co-trustees of the Samuel C. Johnson 1988 Trust Number One dated September 14,
1988 (the "Seller").
RECITALS
A. On June 27, 2003, Samuel C. Johnson, as trustee of the Samuel C. Johnson
1988 Trust Number One, entered into an option agreement (the "Option Agreement")
with his children, including Winifred J. Marquart.
B. Pursuant to the Option Agreement, each of Samuel C. Johnson's children
have the right to purchase certain assets of Seller, including all shares of
stock or other interests (including interests in a voting trust) in Johnson
Outdoors, Inc., a Wisconsin corporation, during the period beginning on May 22,
2004, the date of Samuel C. Johnson's death, and ending on February 22, 2005.
C. Pursuant to the Option Agreement, the price to be paid for an Option
Asset is the fair market value of such asset on the date the option is
exercised, as established by the closing price for such asset on the business
day immediately preceding the day the option is exercised.
D. Prior to the Closing Date, Winifred J. Marquart assigned to Purchaser
the option to purchase 6,000 Class A shares of Johnson Outdoors, Inc., a
Wisconsin corporation.
E. Purchaser now desires to exercise such option on the terms and
conditions set forth in this agreement.
AGREEMENT
1. Exercise of Option. Purchaser hereby exercises its option to purchase
6,000 Class A shares of Johnson Outdoors, Inc., a Wisconsin corporation (the
"Option Assets"). Seller hereby sells the Option Assets to Purchaser.
2. Purchase Price. In exchange for the Option Assets, Purchaser herewith
delivers to Seller $120,600.00 in cash.
3. Parties in Interest. This agreement binds the parties hereto and their
respective executors, administrators, legal representatives, trustees, heirs,
distributees, legatees, successors and assigns. Nothing expressed or implied in
this agreement is intended or may be construed to confer on any other person any
rights, remedies, obligations or liabilities under or by reason of this
agreement.
4. Entire Transaction. This agreement contains the entire understanding
among the parties hereto with respect to the transaction contemplated hereby and
supersedes all other agreements and understandings between the parties with
respect to the transaction.
5. Applicable Law. The internal laws of the State of Wisconsin govern this
agreement.
6. Severability. If any provisions hereof shall be or become unenforceable
for any reason, the validity and effect of all other provisions shall not be
affected thereby.
7. Headings. The headings contained in this agreement are for reference
purposes only and will not affect the meaning or interpretation of any provision
hereof.
8. Counterparts. This agreement may be executed in multiple counterparts.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
PURCHASER: SELLER:
DANIELLE MARIE MARQUART TRUST SAMUEL C. JOHNSON 1988 TRUST
NUMBER ONE
JOHNSON BANK, trustee
/s/ John D. Andreoli, as agent for
Imogene P. Johnson, Trustee of the
Samuel C. Johnson 1988 Trust Number
/s/ Brian L. Lucareli One
---------------------------------------- ------------------------------------
Brian L. Lucareli, Senior Vice President Imogene Powers Johnson, co-trustee
JOHNSON BANK, co-trustee
/s/ Brian L. Lucareli
------------------------------------
Brian L. Lucareli, Senior Vice
President
Exhibit No. 99.42
OPTION EXERCISE
THIS AGREEMENT is entered into as of the 16th day of February, 2005 (the
"Closing Date"), by and between Johnson Bank, as trustee of the H. Fisk Johnson
Third Party Gift and Inheritance Trust (the "Purchaser"), and Imogene P. Johnson
and Johnson Bank, as co-trustees of the Samuel C. Johnson 1988 Trust Number One
dated September 14, 1988 (the "Seller").
RECITALS
A. On June 27, 2003, Samuel C. Johnson, as trustee of the Samuel C. Johnson
1988 Trust Number One, entered into an option agreement (the "Option Agreement")
with his children, including H. Fisk Johnson.
B. Pursuant to the Option Agreement, each of Samuel C. Johnson's children
have the right to purchase certain assets of Seller, including all shares of
stock or other interests (including interests in a voting trust) in Johnson
Outdoors, Inc., a Wisconsin corporation, during the period beginning on May 22,
2004, the date of Samuel C. Johnson's death, and ending on February 22, 2005.
C. Pursuant to the Option Agreement, the price to be paid for an Option
Asset is the fair market value of such asset on the date the option is
exercised. If market quotations are available for an asset, such as Class A
shares of Johnson Outdoors, Inc., fair market value is the closing price for
such asset on the business day immediately preceding the day the option is
exercised. If market quotations are not available for an asset, such as Class B
shares and Class B voting trust certificates of Johnson Outdoors, Inc., the fair
market value of such asset must be established by an independent appraiser
agreeable to both Purchaser and Seller.
D. Prior to the Closing Date, H. Fisk Johnson assigned to Purchaser the
option to purchase the following interests in Johnson Outdoors, Inc., a
Wisconsin corporation: 146,988 Class A shares, 6,250 Class B shares and 11,762
Class B voting trust certificates.
E. Purchaser now desires to exercise in part such option on the terms and
conditions set forth in this agreement.
AGREEMENT
1. Exercise of Option. Purchaser hereby exercises its option to purchase
the following interests in Johnson Outdoors, Inc., a Wisconsin corporation:
61,988 Class A shares, 6,250 Class B shares and 11,762 Class B voting trust
certificates (the "Option Assets"). Seller hereby sells the Option Assets to
Purchaser.
2. Purchase Price. In exchange for the Option Assets, Purchaser herewith
delivers to Seller $1,608,000.00, subject, however, to paragraph 3 below (the
"Purchase Price"). The Purchase Price shall be payable by Purchaser's delivery
to Seller of $8,000.00 in cash and Purchaser's execution and delivery to Seller
of a secured promissory note substantially in the form of Exhibit A attached
hereto in the principal amount of $1,600,000.00. Purchaser and Seller
acknowledge and agree that their intent is that the Purchase Price be the actual
fair market value of the Option Assets on the Closing Date.
3. Adjustment of Purchase Price. The Purchase Price reflects a price of
$20.10 for each Option Asset purchased. Purchaser and Seller have selected
Willamette Management Associates (the "Appraiser") to determine the fair market
value of the Option Assets consisting of Class B shares and Class B voting trust
certificates on the Closing Date (the "Appraised Value"). Because such appraisal
could not be completed prior to the Closing Date, the Purchaser and Seller have
estimated the fair market value of the Option Assets consisting of Class B
shares and Class B voting trust certificates as $362,041.20 ("Estimated Fair
Market Value") based upon the information known to them as of the Closing Date.
If the Appraiser determines that the Estimated Fair Market Value is not equal to
the fair market value of the Option Assets consisting of Class B shares and
Class B voting trust certificates as of the Closing Date, then within a
reasonable period after the Appraiser determines the Appraised Value, Purchaser
and Seller agree the following will occur:
(a) In the event the Appraised Value exceeds the Estimated Fair Market
Value, Purchaser shall deliver to Seller the difference between the
Appraised Value and the Estimated Fair Market Value paid on the Closing
Date.
(b) In the event the Estimated Fair Market Value exceeds the Appraised
Value, Seller shall refund to Purchaser the difference between the
Estimated Fair Market Value paid on the Closing Date and the Appraised
Value.
(c) If either Purchaser or Seller fails to take appropriate action to
make the adjustments set forth in this paragraph within a reasonable time
after the Appraiser determines the Appraised Value, then the other party
may take any action, pursue any remedy or constitute legal proceedings to
enforce this paragraph and the terms of this Agreement.
4. Parties in Interest. This agreement binds the parties hereto and their
respective executors, administrators, legal representatives, trustees, heirs,
distributees, legatees, successors and assigns. Nothing expressed or implied in
this agreement is intended or may be construed to confer on any other person any
rights, remedies, obligations or liabilities under or by reason of this
agreement.
5. Entire Transaction. This agreement contains the entire understanding
among the parties hereto with respect to the transaction contemplated hereby and
supersedes all other agreements and understandings between the parties with
respect to the transaction.
6. Applicable Law. The internal laws of the State of Wisconsin govern this
agreement.
7. Severability. If any provisions hereof shall be or become unenforceable
for any reason, the validity and effect of all other provisions shall not be
affected thereby.
8. Headings. The headings contained in this agreement are for reference
purposes only and will not affect the meaning or interpretation of any provision
hereof.
9. Counterparts. This agreement may be executed in multiple counterparts.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
PURCHASER: SELLER:
H. FISK JOHNSON THIRD PARTY GIFT SAMUEL C. JOHNSON 1988 TRUST
AND INHERITANCE TRUST NUMBER ONE
JOHNSON BANK, trustee
/s/ John D. Andreoli, as agent for
/s/ Brian L. Lucareli Imogene P. Johnson, Trustee of the
--------------------------------------- Samuel C. Johnson 1988 Trust Number
Brian L. Lucareli, Senior Vice President One
------------------------------------
Imogene Powers Johnson, co-trustee
JOHNSON BANK, co-trustee
/s/ Brian L. Lucareli
------------------------------------
Brian L. Lucareli, Senior Vice
President
EXHIBIT A
SECURED PROMISSORY NOTE
$1,600,000.00 Racine, Wisconsin
February 16, 2005
Johnson Bank, as trustee of the H. Fisk Johnson Third Party Gift and
Inheritance Trust ("Borrower"), hereby promises to pay to the order of Imogene
P. Johnson and Johnson Bank, as trustees of the Samuel C. Johnson 1988 Trust
Number One ("Lender"), on the "maturity date" (defined below) the principal sum
of One Million Six Hundred Thousand Dollars ($1,600,000.00), together with
interest on the unpaid principal balance from time to time outstanding at the
rate of 4.72% per annum until the day preceding the maturity date. Interest and
principal is due and payable annually on December 31st of each year in
accordance with the attached repayment schedule, with a final payment in an
amount necessary to pay all principal and interest then outstanding on December
31, 2019 (the "maturity date"). Interest shall accrue on any interest or
principal which remains unpaid after 15 days from its due date at the applicable
federal rate under Internal Revenue Code Section 1274(d) in effect on such due
date.
To secure payment of this Note, Borrower has pledged to Lender Borrower's
interest in and to the following interests in Johnson Outdoors, Inc, a Wisconsin
corporation, and all proceeds thereof: 61,988 Class A shares, 6,250 Class B
shares and 11,762 Class B voting trust certificates ("Collateral"). Borrower
warrants that, while any obligation under this Note remains outstanding,
Borrower will (i) refrain from additional borrowing or making of any loan
without the approval of the Lender and (ii) keep the Collateral free and clear
of all other liens, encumbrances and security interests. In the event of default
under this Note, the Lender may take possession of the Collateral without notice
or hearing.
Borrower may prepay any part or all of the principal amount of this note at
any time and from time to time without penalty, provided that any such
prepayment must be accompanied by a payment of the interest accrued to the date
of the prepayment on the principal amount which is being prepaid.
All payments made hereunder, including any prepayments, will be deemed to
have been made on the date of receipt by Lender. All payments must be made to
Lender at 555 Main Street, Suite 260, Racine, Wisconsin 53403, or at another
place designated by Lender in a written notice to Borrower.
The internal laws of the State of Wisconsin govern and control the
construction, enforceability, validity and interpretation of this note.
The parties hereto waive presentment for payment, notice of dishonor,
protest and notice of protest.
IN WITNESS WHEREOF, Borrower has signed and delivered this Note as of the
date first above written.
H. FISK JOHNSON THIRD PARTY GIFT
AND INHERITANCE TRUST
JOHNSON BANK, trustee
*** SAMPLE ***
-----------------------------------------
Brian L. Lucareli, Senior Vice President
PROMISSORY NOTE
REPAYMENT SCHEDULE
Date Total Payment Interest Due Principal Due Principal Balance
-------------------------------------------------------------------------------------------------
$ - $ - $ - $ 1,600,000.00
31-Dec-05 $ 150,366.24 $ 65,795.51 $ 84,570.73 $ 1,515,429.27
31-Dec-06 $ 150,366.24 $ 71,528.26 $ 78,837.98 $ 1,436,591.29
31-Dec-07 $ 150,366.24 $ 67,807.11 $ 82,559.13 $ 1,354,032.16
31-Dec-08 $ 150,366.24 $ 63,910.32 $ 86,455.92 $ 1,267,576.24
31-Dec-09 $ 150,366.24 $ 59,829.60 $ 90,536.64 $ 1,177,039.60
31-Dec-10 $ 150,366.24 $ 55,556.27 $ 94,809.97 $ 1,082,229.63
31-Dec-11 $ 150,366.24 $ 51,081.24 $ 99,285.00 $ 982,944.63
31-Dec-12 $ 150,366.24 $ 46,394.99 $ 103,971.25 $ 878,973.38
31-Dec-13 $ 150,366.24 $ 41,487.54 $ 108,878.70 $ 770,094.68
31-Dec-14 $ 150,366.24 $ 36,348.47 $ 114,017.77 $ 656,076.91
31-Dec-15 $ 150,366.24 $ 30,966.83 $ 119,399.41 $ 536,677.50
31-Dec-16 $ 150,366.24 $ 25,331.18 $ 125,035.06 $ 411,642.44
31-Dec-17 $ 150,366.24 $ 19,429.52 $ 130,936.72 $ 280,705.72
31-Dec-18 $ 150,366.24 $ 13,249.31 $ 137,116.93 $ 143,588.79
31-Dec-19 $ 150,366.18 $ 6,777.39 $ 143,588.79 $ -
PROMISSORY NOTE
REPAYMENT SCHEDULE
Date Total Payment Interest Due Principal Due Principal Balance
-------------------------------------------------------------------------------------------------
$ - $ - $ - $ 1,600,000.00
31-Dec-05 $ 150,366.24 $ 65,795.51 $ 84,570.73 $ 1,515,429.27
31-Dec-06 $ 150,366.24 $ 71,528.26 $ 78,837.98 $ 1,436,591.29
31-Dec-07 $ 150,366.24 $ 67,807.11 $ 82,559.13 $ 1,354,032.16
31-Dec-08 $ 150,366.24 $ 63,910.32 $ 86,455.92 $ 1,267,576.24
31-Dec-09 $ 150,366.24 $ 59,829.60 $ 90,536.64 $ 1,177,039.60
31-Dec-10 $ 150,366.24 $ 55,556.27 $ 94,809.97 $ 1,082,229.63
31-Dec-11 $ 150,366.24 $ 51,081.24 $ 99,285.00 $ 982,944.63
31-Dec-12 $ 150,366.24 $ 46,394.99 $ 103,971.25 $ 878,973.38
31-Dec-13 $ 150,366.24 $ 41,487.54 $ 108,878.70 $ 770,094.68
31-Dec-14 $ 150,366.24 $ 36,348.47 $ 114,017.77 $ 656,076.91
31-Dec-15 $ 150,366.24 $ 30,966.83 $ 119,399.41 $ 536,677.50
31-Dec-16 $ 150,366.24 $ 25,331.18 $ 125,035.06 $ 411,642.44
31-Dec-17 $ 150,366.24 $ 19,429.52 $ 130,936.72 $ 280,705.72
31-Dec-18 $ 150,366.24 $ 13,249.31 $ 137,116.93 $ 143,588.79
31-Dec-19 $ 150,366.18 $ 6,777.39 $ 143,588.79 $ -
Exhibit No. 99.43
OPTION EXERCISE
THIS AGREEMENT is entered into as of the 16th day of February, 2005 (the
"Closing Date"), by and between Series II of HFJ III Family Line Investments LLC
(the "Purchaser"), and Imogene P. Johnson and Johnson Bank, as co-trustees of
the Samuel C. Johnson 1988 Trust Number One dated September 14, 1988 (the
"Seller").
RECITALS
A. On June 27, 2003, Samuel C. Johnson, as trustee of the Samuel C. Johnson
1988 Trust Number One, entered into an option agreement (the "Option Agreement")
with his children, including H. Fisk Johnson.
B. Pursuant to the Option Agreement, each of Samuel C. Johnson's children
have the right to purchase certain assets of Seller, including all shares of
stock or other interests (including interests in a voting trust) in Johnson
Outdoors, Inc., a Wisconsin corporation, during the period beginning on May 22,
2004, the date of Samuel C. Johnson's death, and ending on February 22, 2005.
C. Pursuant to the Option Agreement, the price to be paid for an Option
Asset is the fair market value of such asset on the date the option is
exercised, as established by the closing price for such asset on the business
day immediately preceding the day the option is exercised.
D. Prior to the Closing Date, H. Fisk Johnson assigned to Purchaser the
option to purchase 85,000 Class A shares of Johnson Outdoors, Inc., a Wisconsin
corporation.
E. Purchaser now desires to exercise such option on the terms and
conditions set forth in this agreement.
AGREEMENT
1. Exercise of Option. Purchaser hereby exercises its option to purchase
85,000 Class A shares of Johnson Outdoors, Inc., a Wisconsin corporation (the
"Option Assets"). Seller hereby sells the Option Assets to Purchaser.
2. Purchase Price. In exchange for the Option Assets, Purchaser herewith
delivers to Seller $1,708,500.00 in cash.
3. Parties in Interest. This agreement binds the parties hereto and their
respective executors, administrators, legal representatives, trustees, heirs,
distributees, legatees, successors and assigns. Nothing expressed or implied in
this agreement is intended or may be construed to confer on any other person any
rights, remedies, obligations or liabilities under or by reason of this
agreement.
4. Entire Transaction. This agreement contains the entire understanding
among the parties hereto with respect to the transaction contemplated hereby and
supersedes all other agreements and understandings between the parties with
respect to the transaction.
5. Applicable Law. The internal laws of the State of Wisconsin govern this
agreement.
6. Severability. If any provisions hereof shall be or become unenforceable
for any reason, the validity and effect of all other provisions shall not be
affected thereby.
7. Headings. The headings contained in this agreement are for reference
purposes only and will not affect the meaning or interpretation of any provision
hereof.
8. Counterparts. This agreement may be executed in multiple counterparts.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
PURCHASER: SELLER:
HFJ III FAMILY LINE INVESTMENTS SAMUEL C. JOHNSON 1988 TRUST
LLC, SERIES II NUMBER ONE
JOHNSON BANK, as trustee of the H. Fisk
Johnson Third Party Gift and Inheritance
Trust, Managing Member
/s/ Brian L. Lucareli /s/ John D. Andreoli, as agent for
---------------------------------------- Imogene P. Johnson, Trustee of the
Brian L. Lucareli, Senior Vice President Samuel C. Johnson 1988 Trust Number
One
------------------------------------
Imogene Powers Johnson, co-trustee
JOHNSON BANK, co-trustee
/s/ Brian L. Lucareli
------------------------------------
Brian L. Lucareli, Senior Vice
President
Exhibit No. 99.44
OPTION EXERCISE
THIS AGREEMENT is entered into as of the 16th day of February, 2005 (the
"Closing Date"), by and between Johnson Bank, as trustee of the Winifred J.
Marquart Third Party Gift and Inheritance Trust (the "Purchaser"), and Imogene
P. Johnson and Johnson Bank, as co-trustees of the Samuel C. Johnson 1988 Trust
Number One dated September 14, 1988 (the "Seller").
RECITALS
A. On June 27, 2003, Samuel C. Johnson, as trustee of the Samuel C. Johnson
1988 Trust Number One, entered into an option agreement (the "Option Agreement")
with his children, including Winifred J. Marquart.
B. Pursuant to the Option Agreement, each of Samuel C. Johnson's children
have the right to purchase certain assets of Seller, including all shares of
stock or other interests (including interests in a voting trust) in Johnson
Outdoors, Inc., a Wisconsin corporation, during the period beginning on May 22,
2004, the date of Samuel C. Johnson's death, and ending on February 22, 2005.
C. Pursuant to the Option Agreement, the price to be paid for an Option
Asset is the fair market value of such asset on the date the option is
exercised. If market quotations are available for an asset, such as Class A
shares of Johnson Outdoors, Inc., fair market value is the closing price for
such asset on the business day immediately preceding the day the option is
exercised. If market quotations are not available for an asset, such as Class B
shares and Class B voting trust certificates of Johnson Outdoors, Inc., the fair
market value of such asset must be established by an independent appraiser
agreeable to both Purchaser and Seller.
D. Prior to the Closing Date, Winifred J. Marquart assigned to Purchaser
the option to purchase the following interests in Johnson Outdoors, Inc., a
Wisconsin corporation: 192,489 Class A shares, 6,250 Class B shares and 11,761
Class B voting trust certificates.
E. Purchaser now desires to exercise in part such option on the terms and
conditions set forth in this agreement.
AGREEMENT
1. Exercise of Option. Purchaser hereby exercises its option to purchase
the following interests in Johnson Outdoors, Inc., a Wisconsin corporation:
113,489 Class A shares, 6,250 Class B shares and 11,761 Class B voting trust
certificates (the "Option Assets"). Seller hereby sells the Option Assets to
Purchaser.
2. Purchase Price. In exchange for the Option Assets, Purchaser herewith
delivers to Seller $2,643,150.00, subject, however, to paragraph 3 below (the
"Purchase Price"). The Purchase Price shall be payable by Purchaser's delivery
to Seller of $367,150.00 in cash and Purchaser's execution and delivery to
Seller of a secured promissory note substantially in the form of Exhibit A
attached hereto in the principal amount of $2,267,000.00. Purchaser and Seller
acknowledge and agree that their intent is that the Purchase Price be the actual
fair market value of the Option Assets on the Closing Date.
3. Adjustment of Purchase Price. The Purchase Price reflects a price of
$20.10 for each Option Asset purchased. Purchaser and Seller have selected
Willamette Management Associates (the "Appraiser") to determine the fair market
value of the Option Assets consisting of Class B shares and Class B voting trust
certificates on the Closing Date (the "Appraised Value"). Because such appraisal
could not be completed prior to the Closing Date, the Purchaser and Seller have
estimated the fair market value of the Option Assets consisting of Class B
shares and Class B voting trust certificates as $362,021.10 ("Estimated Fair
Market Value") based upon the information known to them as of the Closing Date.
If the Appraiser determines that the Estimated Fair Market Value is not equal to
the fair market value of the Option Assets consisting of Class B shares and
Class B voting trust certificates as of the Closing Date, then within a
reasonable period after the Appraiser determines the Appraised Value, Purchaser
and Seller agree the following will occur:
(a) In the event the Appraised Value exceeds the Estimated Fair Market
Value, Purchaser shall deliver to Seller the difference between the
Appraised Value and the Estimated Fair Market Value paid on the Closing
Date.
(b) In the event the Estimated Fair Market Value exceeds the Appraised
Value, Seller shall refund to Purchaser the difference between the
Estimated Fair Market Value paid on the Closing Date and the Appraised
Value.
(c) If either Purchaser or Seller fails to take appropriate action to
make the adjustments set forth in this paragraph within a reasonable time
after the Appraiser determines the Appraised Value, then the other party
may take any action, pursue any remedy or constitute legal proceedings to
enforce this paragraph and the terms of this Agreement.
4. Parties in Interest. This agreement binds the parties hereto and their
respective executors, administrators, legal representatives, trustees, heirs,
distributees, legatees, successors and assigns. Nothing expressed or implied in
this agreement is intended or may be construed to confer on any other person any
rights, remedies, obligations or liabilities under or by reason of this
agreement.
5. Entire Transaction. This agreement contains the entire understanding
among the parties hereto with respect to the transaction contemplated hereby and
supersedes all other agreements and understandings between the parties with
respect to the transaction.
6. Applicable Law. The internal laws of the State of Wisconsin govern this
agreement.
7. Severability. If any provisions hereof shall be or become unenforceable
for any reason, the validity and effect of all other provisions shall not be
affected thereby.
8. Headings. The headings contained in this agreement are for reference
purposes only and will not affect the meaning or interpretation of any provision
hereof.
9. Counterparts. This agreement may be executed in multiple counterparts.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
PURCHASER: SELLER:
WINIFRED J. MARQUART THIRD PARTY SAMUEL C. JOHNSON 1988 TRUST
GIFT AND INHERITANCE TRUST NUMBER ONE
JOHNSON BANK, trustee
/s/ John D. Andreoli, as agent for
/s/ Brian L. Lucareli Imogene P. Johnson, Trustee of the
--------------------------------------- Samuel C. Johnson 1988 Trust Number
Brian L. Lucareli, Senior Vice President One
------------------------------------
Imogene Powers Johnson, co-trustee
JOHNSON BANK, co-trustee
/s/ Brian L. Lucareli
------------------------------------
Brian L. Lucareli, Senior Vice
President
EXHIBIT A
SECURED PROMISSORY NOTE
$2,267,000.00 Racine, Wisconsin
February 16, 2005
Johnson Bank, as trustee of the Winifred J. Marquart Third Party Gift and
Inheritance Trust ("Borrower"), hereby promises to pay to the order of Imogene
P. Johnson and Johnson Bank, as trustees of the Samuel C. Johnson 1988 Trust
Number One ("Lender"), on the "maturity date" (defined below) the principal sum
of Two Million Two Hundred Sixty-Seven Thousand Dollars ($2,267,000.00),
together with interest on the unpaid principal balance from time to time
outstanding at the rate of 4.72% per annum until the day preceding the maturity
date. Interest and principal is due and payable annually on December 31st of
each year in accordance with the attached repayment schedule, with a final
payment in an amount necessary to pay all principal and interest then
outstanding on December 31, 2019 (the "maturity date"). Interest shall accrue on
any interest or principal which remains unpaid after 15 days from its due date
at the applicable federal rate under Internal Revenue Code Section 1274(d) in
effect on such due date.
To secure payment of this Note, Borrower has pledged to Lender Borrower's
interest in and to the following interests in Johnson Outdoors, Inc, a Wisconsin
corporation, and all proceeds thereof: 113,489 Class A shares, 6,250 Class B
shares and 11,761 Class B voting trust certificates ("Collateral"). Borrower
warrants that, while any obligation under this Note remains outstanding,
Borrower will (i) refrain from additional borrowing or making of any loan
without the approval of the Lender and (ii) keep the Collateral free and clear
of all other liens, encumbrances and security interests. In the event of default
under this Note, the Lender may take possession of the Collateral without notice
or hearing.
Borrower may prepay any part or all of the principal amount of this note at
any time and from time to time without penalty, provided that any such
prepayment must be accompanied by a payment of the interest accrued to the date
of the prepayment on the principal amount which is being prepaid.
All payments made hereunder, including any prepayments, will be deemed to
have been made on the date of receipt by Lender. All payments must be made to
Lender at 555 Main Street, Suite 260, Racine, Wisconsin 53403, or at another
place designated by Lender in a written notice to Borrower.
The internal laws of the State of Wisconsin govern and control the
construction, enforceability, validity and interpretation of this note.
The parties hereto waive presentment for payment, notice of dishonor,
protest and notice of protest.
IN WITNESS WHEREOF, Borrower has signed and delivered this Note as of the
date first above written.
WINIFRED J. MARQUART THIRD PARTY
GIFT AND INHERITANCE TRUST
JOHNSON BANK, trustee
*** SAMPLE ***
-----------------------------------------
Brian L. Lucareli, Senior Vice President
PROMISSORY NOTE
REPAYMENT SCHEDULE
Date Total Payment Interest Due Principal Due Principal Balance
-------------------------------------------------------------------------------------------------
$ 2,267,000.00
31-Dec-05 $ 213,050.16 $ 93,224.01 $ 119,826.15 $ 2,147,173.85
31-Dec-06 $ 213,050.16 $ 101,346.61 $ 111,703.55 $ 2,035,470.30
31-Dec-07 $ 213,050.16 $ 96,074.20 $ 116,975.96 $ 1,918,494.34
31-Dec-08 $ 213,050.16 $ 90,552.93 $ 122,497.23 $ 1,795,997.11
31-Dec-09 $ 213,050.16 $ 84,771.06 $ 128,279.10 $ 1,667,718.01
31-Dec-10 $ 213,050.16 $ 78,716.29 $ 134,333.87 $ 1,533,384.14
31-Dec-11 $ 213,050.16 $ 72,375.73 $ 140,674.43 $ 1,392,709.71
31-Dec-12 $ 213,050.16 $ 65,735.90 $ 147,314.26 $ 1,245,395.45
31-Dec-13 $ 213,050.16 $ 58,782.67 $ 154,267.49 $ 1,091,127.96
31-Dec-14 $ 213,050.16 $ 51,501.24 $ 161,548.92 $ 929,579.04
31-Dec-15 $ 213,050.16 $ 43,876.13 $ 169,174.03 $ 760,405.01
31-Dec-16 $ 213,050.16 $ 35,891.12 $ 177,159.04 $ 583,245.97
31-Dec-17 $ 213,050.16 $ 27,529.21 $ 185,520.95 $ 397,725.02
31-Dec-18 $ 213,050.16 $ 18,772.62 $ 194,277.54 $ 203,447.48
31-Dec-19 $ 213,050.20 $ 9,602.72 $ 203,447.48 $ -
PROMISSORY NOTE
REPAYMENT SCHEDULE
Date Total Payment Interest Due Principal Due Principal Balance
-------------------------------------------------------------------------------------------------
31-Dec-05 $ 213,050.16 $ 93,224.01 $ 119,826.15 $ 2,147,173.85
31-Dec-06 $ 213,050.16 $ 101,346.61 $ 111,703.55 $ 2,035,470.30
31-Dec-07 $ 213,050.16 $ 96,074.20 $ 116,975.96 $ 1,918,494.34
31-Dec-08 $ 213,050.16 $ 90,552.93 $ 122,497.23 $ 1,795,997.11
31-Dec-09 $ 213,050.16 $ 84,771.06 $ 128,279.10 $ 1,667,718.01
31-Dec-10 $ 213,050.16 $ 78,716.29 $ 134,333.87 $ 1,533,384.14
31-Dec-11 $ 213,050.16 $ 72,375.73 $ 140,674.43 $ 1,392,709.71
31-Dec-12 $ 213,050.16 $ 65,735.90 $ 147,314.26 $ 1,245,395.45
31-Dec-13 $ 213,050.16 $ 58,782.67 $ 154,267.49 $ 1,091,127.96
31-Dec-14 $ 213,050.16 $ 51,501.24 $ 161,548.92 $ 929,579.04
31-Dec-15 $ 213,050.16 $ 43,876.13 $ 169,174.03 $ 760,405.01
31-Dec-16 $ 213,050.16 $ 35,891.12 $ 177,159.04 $ 583,245.97
31-Dec-17 $ 213,050.16 $ 27,529.21 $ 185,520.95 $ 397,725.02
31-Dec-18 $ 213,050.16 $ 18,772.62 $ 194,277.54 $ 203,447.48
31-Dec-19 $ 213,050.20 $ 9,602.72 $ 203,447.48 $ -
